Review You Limited - B2B Terms and Conditions

  1. APPLICATION
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    1.1 By accepting these B2B Terms and Conditions, placing an order for services, or otherwise engaging Review You Limited (we, us) to perform services, you (you, your) agree that these terms and conditions (Agreement) will apply in respect of any and all services that we agree in writing to perform for you (Services).

  3. ORDERING SERVICES, TERM AND RENEWAL
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    2.1 Orders for Services may be placed via our website located at www.reviewyou.co.nz (Website), or other ordering method that we accept from time to time. All orders placed with us are irrevocable, but are subject to our acceptance. We will notify you in writing once your order is accepted. An email confirming that your order has been received is not acceptance.

    2.2 We will commence providing the Services once we have accepted your order, and you have paid all applicable Fees pursuant to clause 3.

    2.3 We will provide the Services for the subscription term that you have selected in your order. The subscription term will automatically renew, and continue to automatically renew, for subscription periods that are the same length as the initial subscription term, unless we receive at least 14 days’ notice in writing from you that the subscription term shall not renew on the next subscription term renewal date. The initial subscription term plus all renewal of the subscription term together are known as the Term.

  5. FEES
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    3.1 The fee payable for the Services (Fee) is:

    (a) calculated in accordance with our then current price list or pricing policy for the Services, which may change from time to time;

    (b) payable in full in advance, unless otherwise agreed in writing by us;

    (c) payable by way of credit card, electronic transaction or other payment method that we accept from time to time;

    (d) in New Zealand dollars or as otherwise specified by us;

    (e) exclusive of and plus GST and any other applicable taxes and duties

    3.2 We will invoice you for the Fee on acceptance of your order, and on each renewal of the subscription term.

    3.3 If you have paid by credit card, you authorise us to charge your credit card for any Fees that are payable for a renewal of the Services on or about each subscription term renewal date. For the avoidance of doubt, as per clause 3.1(a), the Fee is subject to change.

    3.4 If you fail to pay any Fee when due, we may, without prejudice to any other rights and remedies, do any one or more of the following:

    (a) immediately suspend the provision of the Services;

    (b) charge interest on all overdue Fees at a rate of 2% per month, calculated on a daily basis, until all amounts outstanding have been received in full by us. Any payments received by us will be applied firstly against any costs and expenses and then against such interest; and

    (c) obtain reimbursement from you for any costs, charges and expenses (including all legal costs as between solicitor and client) incurred by us or any third party in recovering or attempting to recover any unpaid Fees and interest.

  7. USE OF SERVICES
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    4.1 You warrant to us that:

    (a) you will comply with all limitations in respect of the Services described on the Website. If you meet or exceed such limitations, we may suspend provision of the Services until such time as you purchase additional Services, and on such purchase, the new limitations shall apply;

    (b) you will comply with all guidelines, policies, terms of use, and all other instructions and/or directions issued by us in relation to your use of the Services from time to time;

    (c) you will provide all material, content, branding and other information (Materials) necessary for us to perform the Services, without delay;

    (d) where the Service requires us to contact your past or present customers, or other third party (Customers) on your behalf, you have obtained the prior written consent of each Customer that permits us to contact the Customers on your behalf for the purpose of performing the Services and as contemplated by this Agreement;

    (e) us contacting the Customers to perform the Services, and performing the Services, does not constitute a breach of any applicable laws, including without limitation the Privacy Act 1993;

    (f) you will only use the Services to the extent that you are permitted by applicable law, and will only use the Services for a lawful purpose;

    (g) you will not use any software, hardware, portal, platform, information or other IT based service that we may provide for your use as part of the Services (Systems) for any purpose not expressly permitted by us;

    (h) you will not, when using the Services or Systems, incorporate, upload or distribute any Material that is illegal, defamatory, inappropriate, that contains or incorporates software code not consented to by us, malicious code or viruses;

    (i) modify, interfere with, or affect in any way, our Systems;

    (j) you will not share any login credentials that we provide to you with any third party, or allow any third party to access or use the Systems or Services; and

    (k) will not do anything that harms, or adversely affects, our reputation, including without limitation challenging our ownership of Our IP (as defined in clause 7.1).

  9. MONEY BACK GUARANTEE AND WARRANTIES
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    5.1 If you actively and reasonably use the Services, and you do not receive any new reviews (whether positive or negative) as a result of using the Services within 3 months of first signing up with us, we will, on your written request and our verification, refund the Fees you have paid in respect of the Services. If we provide such refund, your access and use of the Services, and these terms and conditions will be automatically be terminated.

    5.2 Subject to clause 5.3, we will use reasonable endeavours to perform the Services in accordance with the applicable description set out on the Website, which may be updated from time to time. For the avoidance of doubt we may modify the Services, or the way in which we undertake the Services, and/or any Systems, from time to time.

    5.3 Our obligation to provide the Services is subject to:

    (a) you complying with your obligations pursuant to this Agreement, including without limitation paying the Fee;

    (b) your provision of the Materials;

    (c) your timely responses in respect of any aspect of the Services that requires your approval; and

    (d) there not being any Force Majeure Events (as described in clause 11.2).

    5.4 You agree that you are purchasing the Services for a business purpose, and as such to the extent permitted by applicable law, except as expressly set out in clause 5.1 and 5.2:

    (a) the Services are provided on an ‘as is’ and ‘as available’ basis.

    (b) we do not provide any warranty, guarantee or representation as to the suitability, applicability, availability, results, outcomes, implications, performance, compliance or any other similar matter in relation to your use of the Services, or that the Services or Systems will be secure, error free, free of viruses or harmful code or uninterrupted.

    (c) all warranties, conditions and liabilities, whether express or implied by law, trade, custom or otherwise, and whether relating to the quality or fitness of any Services, merchantability, suitability for purpose, ownership, or otherwise, including without limitation as set out in the Consumer Guarantees Act 1993 or the Contract and Commercial Law Act 2017, are hereby expressly excluded.

    5.5 For the avoidance of doubt, we do not provide any warranty or guarantee in relation to whether any Customers will respond to a review request, or whether the content of a review is positive, negative or otherwise. Once a review is submitted by a Customer, their review is not able to be removed or amended by us. You agree to accept all risk and responsibility for consequences arising from the use of the Services, whether singularly or in combination with other services.

    5.6 If we are found to have breached any warranty pursuant to this Agreement, your remedy will be limited to us re-performing the Services, a credit or refund of any Fees paid, as determined by us in our sole discretion.

  11. LIABILITY
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    6.1 You shall defend and indemnify us against any and all liabilities, costs (including full costs between solicitor and client), losses, claims, expenses or demands incurred by us or any third party arising out of or incidental to the Services, your non-compliance with or breach of this Agreement, and from any claim from a third party alleging that the Materials infringe the third party’s intellectual property rights.

    6.2 Notwithstanding anything else in this Agreement, we will be under no liability whatsoever to you for any indirect loss, consequential loss, fines, loss of profit, loss of bargain, loss of business opportunity or exemplary damages suffered by you or any third party, whether or not arising out of or flowing from this Agreement, whether or not contemplated by this Agreement, and whether or not actionable in contract, tort (including negligence), statute, equity or otherwise.

    6.3 In the event that, despite the proviso in the preceding clause 6.2, we are found to be liable to you for any loss or damages, including without limitation the loss or damages set out in clause 6.2, such liability will be limited to the aggregate amount of the Fees paid by you to us for the Services for a period of three months prior to the event, or series of related events, giving rise to such liability.

  13. INTELLECTUAL PROPERTY
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    7.1 You acknowledge and agree that we are the owner or licensee of all intellectual property rights in and associated with the Services, Systems, any modifications of or to the Services or Systems, and any documentation, content, user guides or other information that we provide to you in the course of performing the Services from time to time (Our IP).

    7.2 Subject to your payment of all Fees, we grant you a non-exclusive, non-transferrable, license to use Our IP during the Term to the extent necessary to enable your use of the Services, without the right to sublicense. You shall not, except with our prior written permission reproduce, copy, recreate, reverse engineer, distribute, or exploit for your own commercial purposes, any of Our IP.

    7.3 You warrant to us that you own or have the right to use the Materials. We acknowledge and agree that you retain ownership of all intellectual property rights in the Materials, any information that relates to your Customer that you provide to us, and that you will own the output of the Services (Your IP).

    7.4 You grant to us an irrevocable, non-exclusive, royalty free, perpetual license to use Your IP, for the purpose of us performing the Services.

  15. CONFIDENTIALITY AND PRIVACY
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    8.1 All intellectual property and other information belonging to us (including without limitation the contents of this Agreement) which by its designation or nature is intended to be treated as confidential will be confidential information for the purposes of this Agreement. You agree to not use or disclose any of our confidential information, except as reasonably required or without our prior written consent, or and without prior written consent of the other party, use any confidential information for any purpose other disclose any confidential information to any third party.

    8.2 We acknowledge that the Privacy Act 1993 may apply in respect of any personal information that we may receive, and agree that we will use such personal information in accordance with our privacy policy, as updated from time to time, which is set out on the Website.

    8.3 You consent to receive electronic commercial messages from us. You may opt out at any time by giving us notice in writing, or using an unsubscribe facility in any electronic commercial message that we send.

  17. DISPUTE RESOLUTION
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    9.1 The parties shall endeavour to resolve any disputes between them cooperatively in the first instance, prior to seeking resolution through the Courts.

  19. SUSPENSION AND TERMINATION
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    10.1 We may suspend provision of the Services, and/or this Agreement, at any time and without notice if you have, or are likely to have in our reasonable opinion, breached any term or condition set out in this Agreement.

    10.2 We may terminate this Agreement without cause by providing you with 30 days’ notice in writing.

    10.3 We may terminate this Agreement by providing notice in writing, if you:

    (a) commit, or is likely to commit, a breach of any terms or condition of this Agreement, whether or not such breach is rectified; or

    (f) enters into administration, receivership or liquidation, is declared bankrupt, reasonably appears to be insolvent or unable to pay its due debts, or is struck off.

    10.4 Termination of this Agreement shall be without prejudice to any other rights and/or remedies of the parties existing at the time of termination. Upon the termination of this Agreement, you shall (unless otherwise agreed by us in writing) immediately:

    (a) pay any unpaid invoice, whether the due date for payment has been reached or not;

    (b) cease use of the Services and Systems;

    (c) return any of our property in your possession or control to us; and

    (d) cease to use our Services, Systems, intellectual property and confidential information.

    10.5 If any Fees have been paid in advance, such Fees are non-refundable on termination or expiry of this Agreement.

  21. MISCELLANEOUS
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    11.1 Amendments: We may amend this Agreement at any time by posting the revised Agreement on our Website, and by providing you with a copy of the revised Agreement by email. No other variations to this Agreement will be binding or enforceable unless in writing and signed by each party.

    11.2 Force majeure: We will not be liable for any delay or failure in the performance of the Services or any of our obligations set out in this Agreement, provided that such failure is beyond our reasonable control (Force Majeure Event). Force Majeure Events will include without limitation, failures due to fire, flood, earthquake, storm, strike or internet outage.

    11.3 Governing Law: This Agreement shall be governed by the laws of New Zealand and the parties submit to the non-exclusive jurisdiction of the Courts of New Zealand.

    11.4 Notices: Any notices required to be given by the parties pursuant to this Agreement shall be in writing, and given at the parties last known address. Notices may be given by email.

    11.5 Assignment: You will not assign or otherwise transfer your rights or obligations under this Agreement. We may assign or novate our rights and/or obligations pursuant to this Agreement to any third party, without notice.

    11.6 Entire Agreement: This Agreement constitutes the sole understanding of the parties and supersedes all prior understandings, written or oral, which will be of no further force or effect.

    11.7 Waiver: No waiver of any provision of this Agreement will serve as a waiver of any other provision of this Agreement nor as a continuing waiver of such provision and we will not have waived or deemed to have waived any provision of this Agreement unless such waiver is in writing and executed by us.

    11.8 Survivorship: Termination or expiry of this Agreement for any reason will not affect any rights and obligations of the parties that are intended to survive such termination or expiry.

    11.9 No relationship: This Agreement does not create any relationship of partnership, employment, agency or joint venture between the parties.

    11.10 Severability: Should any part or provision of this Agreement be held unenforceable or in conflict with any applicable laws or regulations, the invalid or unenforceable part or provision will be replaced with a provision which accomplishes, to such extent as possible, the original business purpose of the part or provision in a valid and enforceable manner, and the remainder of the Agreement will remain binding on the parties.

    11.11 Non-circumvents: You will not circumvent or attempt to circumvent the provisions and/or intent of this Agreement.