Rocos Terms of Use

Last updated 12 June 2020

Rocos Global Limited (“Rocos”) has rights in a robot operations platform used to connect, manage, automate and integrate robots (the “Services”). By indicating your acceptance of these Terms online, or by accessing and using the Services, you (“you”, “the Customer”) agree to these Terms which apply to all use of the Services including free services, trials and monthly subscriptions. If you do not accept these Terms, you are not permitted to access the Services.

DEFINITIONS AND INTERPRETATION
1. In these Terms, unless the context otherwise requires:
  Additional Charges means all charges payable by the Customer for additional services outside the scope of the Services, and charges for data usage in excess of the applicable usage thresholds, in accordance with Rocos’ prevailing rates for such services and usage;
  
  Business Day means a day that is not a Saturday or Sunday or a public holiday in Auckland, New Zealand;
  
  Business Hours means the hours of 9am to 5pm NZST;
  
  Confidential Information means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the provision of the Services. Roco’s Confidential Information includes Intellectual Property Rights owned by Rocos (or its licensors), including the Software. The Customer’s Confidential Information includes the Data;
  
  Customer’s System means the electronic information systems including hardware, devices, equipment (including robotic equipment and related accessories), software, peripherals and communications networks owned, controlled, operated or used by the Customer (other than the Software and the Services);
  
  Data means all data, content and information (including personal information) owned, held, used or created by the Customer, or on the Customer’s behalf, that is collected or stored using the Services;
  
  Default Rate means the rate that Rocos can obtain from its bank for unsecured lending, plus a margin of 3 per cent per annum;
  
  Fees means the fees payable (if any) for the relevant Services (Free Service, trial or monthly subscription) selected by the Customer;
  
  Force Majeure means any cause, event or circumstance which is beyond the reasonable control of a party and includes fires, strikes, embargoes, explosions, earthquakes, floods, wars, water, the elements, labour disputes, government requirements, civil or military authorities, acts of God or by the public enemy, inability to secure raw materials or transportation, facilities, acts or omissions of carriers or suppliers, failures of the internet or any public telecommunications network, hacker attacks, virus or other malicious software attacks or infections or power failures, or other causes beyond its control whether or not similar to the foregoing;
  
  Free Services has the meaning given to that term in clause 2.1;
  
  General Terms means these clauses 1 through 18;
  
  Intellectual Property Rights means all intellectual, proprietary and industrial rights and interests (including rights protectable in statute, at common law or in equity), including current and future registered and unregistered rights, in respect of copyright, designs, circuit layouts, trade marks, trade, business , company or domain names, trade secrets, software applications, websites, patents, inventions, discoveries, know-how, confidential information and all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world;
  Military End-Use means:
  1. direct or indirect use by armed forces, a paramilitary force, police force or militia;
  2. items which are incorporated into weapons, or used in the production, maintenance or testing of weapons or operations and activities of a military or police nature; and,
  3. any other goods and technology subject to export control under the Customs and Excise Act 2018;
  Security Incident means any event resulting in (i) the unauthorised or accidental access or damage to, or use or disclosure of, the Data, the Services or the Customer’s System (or the risk of any such access, damage, use or disclosure occurring); or (ii) the Customer’s System or Services (or access to either) becoming impaired or the Data held on it becoming corrupted;
  
  Security Program has the meaning in clause 9;
  
  Services has the meaning given to that term in the first paragraph of these Terms;
  
  Software means the software which is owned by Rocos (and its licensors) and used to provide the Services;
  
  Start Date means the first day on which the Customer, or any officer, employee, agent, contractor or others under the Customers control or direction, provide credentials in order to access the Services;
  
  Tax means any sales taxes, duties or levies or costs which may be imposed on handling, transportation, download, use or sale of the Services;
  
  Terms means these terms of service as amended from time to time;
  Term means the term commencing on the Start Date and ending on:
  1. in the case of Free Services, the date on which the Free Services are terminated by Rocos;
  2. In the case of any Services made available for a fixed term as described in clause 3, on the last day of that fixed term (unless extended by agreement in writing from Rocos);
  3. In all other cases, subject to the renewal, on the last day of the period for which a Fee has been paid.
2. In these Terms, the following rules of interpretation apply unless the context requires otherwise:
  1. headings are for convenience only and do not affect interpretation;
  2. the singular includes the plural and vice versa, and words importing one gender include the other genders;
  3. where a word or phrase is defined its other grammatical forms have a corresponding meaning;
  4. a reference to a person includes a body corporate, an unincorporated body or other entity;
  5. no term is to be read against a party because the term was first proposed or drafted by that party;
  6. unless otherwise stated, the reference to $ is a reference to New Zealand dollars and all amounts are exclusive of Tax;
  7. a reference to a clause is to a clause of these Terms except that a reference to a clause in a Schedule is a reference to the clause in that Schedule;
  8. a document (including these Terms) include any variation or replacement of it;
  9. the words “include” or “including” do not imply any limitation;
  10. where the day on or by which anything is to be done is not a Business Day, that thing must be done on or by the next Business Day; and
  11. a reference to any Act, regulation, by-law, industry standard or code includes any amendments to such Acts, regulations, by-laws, industry standards and codes.
FREE SERVICES
1. Where any of the Services are made available without payment such services and any related support (“Free Services”) are provided at Rocos sole discretion and Rocos may alter, suspend or terminate any Free Services, as a whole or in part, at any time.
FIXED TERM ACCESS
1. Trial Access: If the Customer has selected trial access, the Services will be available for such time and with such features as Rocos may in its sole discretion determine.
2. Expiry of Trial Access: Unless otherwise agreed with Rocos, on expiry of the term of any trial the Customer must discontinue use of the Services and the provisions of clause 16.3 apply.
SERVICES
1. Provision of Services: Subject to the Customer paying the Fees, Rocos will provide the Services to the Customer on these Terms.
2. Prohibited Use: In no circumstances may the Software or the Services be used for any military purpose including:-
  1. the development, production, or deployment of nuclear, chemical, or biological weapons or their means of delivery;
  2. a Military End-Use; and
  3. use as parts or components of military items that fall within a category of the New Zealand Strategic Goods List.
  The Software may not be used on any Customer’s System which is used for, or in connection with, any of the purposes referred to in this clause 4.2.
3. Non-exclusive: Rocos will provide the Services on a non-exclusive basis, and nothing in these Terms will prevent Rocos from providing the Services to a third party.
4. Account: Rocos will create and provide an account for the Customer that enables the Customer’s authorised personnel to access and use the Services. In using such account, the Customer must ensure:-
  1. the Services may only be accessed and used by its authorised personnel who shall comply with the requirements of these Terms (as applicable);
  2. it does not provide login details or any other account details to any third party at any time.
5. Support Services: Rocos will provide Customer support at the service level relevant to the Customer’s selected Services as published by Rocos from time to time. Additional support services may be available by arrangement.
6. Excused Downtime: The Services will be considered delivered to the extent any downtime is due to:
  1. regularly scheduled maintenance or service upgrades;
  2. intentional shutdowns due to emergency interventions and/or responses to Security Incidents;
  3. problems with third-party components for which fixes have not been provided by the third party vendor;
  4. fault or failure of the internet or any public telecommunications network;
  5. corruption in Customer data, including the Data;
  6. the Customer’s System;
  7. acts or omissions of the Customer, or failure by the Customer to comply with these Terms; or
  8. a Force Majeure Event.
7. Modifications: Rocos may make modifications to the Software and the Services from time to time.
CUSTOMER OBLIGATIONS
1. Use of Services: The Customer must use the Services:
  1. in accordance with these Terms; and
  2. in accordance with all applicable laws as set out in clause 5.5..
2. Services exclusions: The Customer is responsible for ensuring that it has suitable internet connectivity, and computer hardware available on which the Software can be installed, to enable access and use of the Services. The Customer must ensure that the Customer’s System is free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs and incorporate security features in accordance with good industry practice.
3. Password protection: The Customer will:
  1. employ appropriate security and control measures;
  2. use reasonable endeavours to ensure that no unauthorised person will gain access to the Services through the Customer’s account; and
  3. notify Rocos immediately of any unauthorised use of any password or account or any other known or suspected breach of security.
4. Privacy obligations: The Customer will comply with applicable privacy laws in respect of any personal information it collects or otherwise obtains as a result of the Customers’ use of the Services. If the Customer becomes aware of any potential or actual breach of privacy laws in relation to the Services, it must promptly notify Rocos in writing.
5. Compliance with law: The Customer agrees to comply with all applicable laws in connection with its use of the Services, including those related to privacy and must not use the Services:
  1. for any purpose prohibited by clause 4.2;
  2. in any way that is unlawful, illegal, fraudulent or harmful;
  3. in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
  4. in a way that infringes any third party’s Intellectual Property Rights;
  5. to distribute, view or create any material that may be offensive, obscene, illegal or unlawful; or
  6. in any way that may bring Rocos (or any related company of Rocos) into disrepute or otherwise tarnish the image of Rocos (or any related company of Rocos).
6. Health and Safety: The Customer must take all steps necessary, including implementation of safeguards in connection with relevant Customer’s System, to ensure that, in using the Services, no act or omission by it, its officers, employees, agents, contractors or others under its control:
  1. causes a hazard or harm to any person; or
  2. is a breach of or causes the breach of any duty or obligation of Rocos under any relevant law.
  3. The Customer must notify Rocos immediately if it becomes aware that it is, or may be, in breach, or is likely to be in breach, of this clause 5.6. Following receipt of this notification, Rocos may terminate the Services.
7. Software Code: For the avoidance of doubt, the Customer has no right to access the Software code (including object code and source code) either during or after the Term. A software development kit may be made available for use by the Customer with the Software at Rocos’ sole discretion.
DATA
1. Ownership: The Customer owns the Data. The parties acknowledge that no title to, or Intellectual Property Rights, in the Data will transfer to Rocos under these Terms.
2. Storage of Data: The Customer represents and warrants that it has all necessary consents required to provide Rocos with the Data in connection with the Services. The parties acknowledge that Rocos has no obligation to retain a copy of transient Data.
3. Backups of Data: Rocos will take standard industry measures to back up all Data stored using the Services. The Customer shall be responsible for retaining such information as the Customer shall require for accessing and using the Services and shall maintain a separate back-up copy of all such Data necessary for this purpose.
FEES
1. Fees: The Customer must pay the Fees (if any) and any applicable Additional Charges to Rocos.
2. Payment terms:
  1. Fees and Additional Charges are payable on the first day of the billing period for which the relevant Services are provided.
  2. The Customer will be responsible for any Tax payable in relation to these Terms.
  3. The Customer will pay Rocos by direct debit to a credit card on or before the due date for payment and authorises Rocos to process payments of invoices to the credit card account provided for that purpose. The Customer accepts liability for all merchant fees charged by the card issuer relating to credit card transaction(s). If payment is made using a credit card issued outside New Zealand, any currency conversion will be done according to the terms and conditions of the card and there may be currency conversion fees charged by your card issuer. Rocos shall on-charge all merchant fees in relation to periodic payments of account to the Customer.
3. Overdue amounts: If the Customer fails to pay an amount that is due and payable under these Terms:
  1. the Customer must pay interest on that amount from (and including) the day on which it falls due to (but excluding) the day on which it is paid in full, calculated at the Default Rate; and
  2. Rocos may suspend the provision of the Services on at least 10 Business Days’ written notice to the Customer; and/or
  3. Rocos may terminate the Services in accordance with clause 16.
4. Set off: The Customer may not set off or deduct any amount from any payment payable by it under these Terms.
5. Fee increases: By providing at least 30 days’ notice, Rocos may review and increase the Fees.
INTELLECTUAL PROPERTY
1. Ownership:
  1. Title to, and all Intellectual Property Rights, in the Services and the Software, as between Rocos and the Customer, is and remains the property of Rocos.
  2. Rocos grants the Customer a non-exclusive, and non-transferable licence to use the Intellectual Property Rights in the Services solely to the extent required to enjoy its rights under these Terms.
2. Developments: All Intellectual Property Rights and interests in any new intellectual property developed in connection with:
  1. the Services and the Software, or in any modification, improvement or other alteration to any Intellectual Property Rights owned by Rocos or to which Rocos has rights; and
  2. ideas, comments, feedback or suggestions relating to the Services or the Software provided by the Customer to Rocos;
  will immediately vest in Rocos. The Customer irrevocably assigns to Rocos, or will assign to Rocos upon creation, all of the Customer’s right, title and interest in and to such Intellectual Property Rights and agrees not to challenge Rocos’ ownership of such Intellectual Property Rights and interests.
3. No modifications or harm: The Customer must not at any time, either during the Term or after the expiry or termination of these Terms:
  1. attempt to copy, alter, modify, replicate, or reverse engineer or enhance the Software,
  2. including altering any configuration of the Software or otherwise undermining, harming, disrupting, damaging or disabling the Software;
  3. alter, remove or tamper with any trade mark, patent or copyright notices or any confidentiality or proprietary notice, numbers or other means of identification used on or in relation to the Intellectual Property Rights;
  4. register or apply to register any intellectual property the same or similar to Rocos’ Intellectual Property Rights, including but not limited to applying for and registering trade marks and/or domain names the same or similar to those of Rocos;
  5. make any of Rocos’ Intellectual Property Rights available to any third party other than its employees or contractors required to use it for the Services;
  6. do any act or allow any act to be done that would or might invalidate or be inconsistent with Rocos’ rights or title in and to the Intellectual Property Rights.
4. Third party claims: The Customer agrees:
  1. it will immediately notify Rocos in writing of any known or suspected IP Claim;
  2. it will not make any admission of liability in relation to, or agree to any settlement or compromise of an IP Claim without the prior written consent of Rocos; and
  3. it will provide Rocos all assistance it requires in connection with negotiations and litigation to settle an IP Claim.
DATA AND SYSTEM SECURITY
1. Security Programme: During the Term, the Customer will maintain a security programme conforming to best industry practice that will:
  1. ensure the security and integrity of the Customer’s System, the Services and the Data;
  2. protect against threats or hazards to the security or integrity of the Customer’s System, the Services and the Data; and
  3. prevent unauthorised access to Customer’s System, the Services and the Data (the "Security Programme").
  In no event during the Term shall the Customer diminish the protections provided by the Security Programme.
2. Customer Compliance: The Customer shall not introduce, or cause the introduction of, any viruses, spyware or Trojan horses, or any other code which would have the effect of materially disrupting, impairing, disabling or otherwise adversely affecting, shutting down or denying Rocos or its affiliates or customers access to all or any part of the Software or the Services.
MANAGING SECURITY RESILIENCE
1. Customer obligations: The Customer shall take such actions and steps as Rocos reasonably requires in connection with the detection, prevention or mitigation of any Security Incident and any investigation into its causes. These may include any requirement to. disconnect or isolate (whether by physical or logical means) any Customer’s System that is directly or indirectly connected to the Services;
  1. provide any information in the Customer’s possession in relation to the Security Incident;
  2. monitor or report on the state of the Customer’s System, including network traffic to, from or through the Customer’s System;
  3. power down, suspend or reboot any part of the Customer’s System where reasonably necessary as part of the prevention, mitigation or resolution of any Security Incident;
  4. apply a patch, hotfix, service pack or similar update to the Customer’s System (or roll back or remove any such update); and
  5. modify the configuration of any Customer’s System.
2. The Customer shall actively monitor the Customer’s System and, if applicable, any interface between the Customer’s System and the Services and shall immediately notify Rocos, and provide all relevant information in its possession, of any Security Incident of which it becomes aware.
FORCE MAJEURE
1. Excused Obligations: Rocos will not be liable to the Customer for any delay or non-performance of obligations (the Excused Obligations) where and to the extent that such delay or non-performance is the direct consequence of a Force Majeure Event which prevents or delays Rocos from performing its obligations.
2. Continuing payment: Rocos is entitled to payment of any Fees or other Additional Charges notwithstanding the occurrence of a Force Majeure Event, except in respect of the Excused Obligations to the extent that the Excused Obligations are not and will not be provided as a result of the Force Majeure Event.
CONFIDENTIALITY
1. Confidential Information: This clause applies to all Confidential Information that is disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by one party to the other party whether before or after the Start Date.
2. Obligation: During the Term and after termination or expiration of the Services, the parties must:
  1. keep the Confidential Information confidential;
  2. not disclose Confidential Information to any other person, other than with the prior written consent of the disclosing party or in accordance with clauses 12.3 to 12.4;
  3. not use, disclose or reproduce the Confidential Information for any purpose other than to exercise their rights or perform their obligations under these Terms; and
  4. promptly notify the disclosing party of any potential, suspected or actual unauthorised use or disclosure of the Confidential Information.
3. Permitted disclosure: During the Term, a party may use or disclose the disclosing party’s Confidential Information to any of its subcontractors, employees, consultants or professional advisers (Recipient) to the extent that it is necessary for the purposes related to the Services. The receiving party will procure that each Recipient of the Confidential Information is made aware of and complies with the obligations of confidentiality under these Terms as if the Recipient was a party to these Terms. The receiving party will remain responsible for any breach of this clause 12 by the Recipient.
4. Exclusions: The obligations contained in clauses 12.1 to 12.3 inclusive will not apply to any Confidential Information which:
  1. is in or becomes part of the public domain otherwise than through breach of these Terms by the receiving party or any Recipient;
  2. can be shown to the reasonable satisfaction of the disclosing party to have been known to the receiving party prior to it being disclosed;
  3. subsequently comes lawfully into the possession of the receiving party from a third party; or
  4. is required to be disclosed by law or any court of competent jurisdiction, any governmental, official or regulatory authority or any binding judgment, order or requirement of any other competent authority, in which case the receiving party will provide prior written notice to the disclosing party of the required disclosure and will comply with any directions provided by the disclosing party in relation to such disclosure.
5. Breach: Without prejudice to any other rights or remedies which a party may have, the parties acknowledge and agree that damages may not be an adequate remedy for any breach of this clause 12 and the remedies of injunction, specific performance and other equitable relief may be appropriate for any threatened or actual breach of any such provision.
WARRANTIES, DISCLAIMERS AND EXCLUSIONS
1. Mutual warranties: Each party represents and warrants to the other on a continuing basis that:
  1. it has the full power, capacity and authority to enter into, exercise its rights and perform and comply with its obligations in these Terms;
  2. it has, will have or will continue to have, all the necessary consents, permissions, licences and rights to enter into and perform its obligations under these Terms; and
  3. its obligations under these Terms are valid, binding and enforceable.
2. Notification: Each party must notify the other party of any known non-compliance with its warranties in this clause 13.
3. No implied warranties: To the extent not prohibited by law, these warranties are exclusive and there are no other express, implied or statutory warranties or conditions including for hardware, systems, networks or environments or for merchantability, satisfactory quality and fitness for a particular purpose.
4. No guarantee: Rocos does not guarantee that the Services will be performed error-free or uninterrupted or free from viruses, that Rocos will correct all errors to the Services, or that the Services will be compatible with any hardware, other software or systems used or provided by the Customer. The Customer acknowledges that Rocos does not control the transfer of data over communications facilities, including the internet, and that the service may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. Rocos is not responsible for any delays, delivery failures, or other damage resulting from such problems.
LIABILITY
1. Customer indemnity: The Customer will indemnify Rocos in respect of all liabilities, costs and expenses (including full costs between solicitor and client), claims or demands incurred by Rocos arising from any acts or omissions of the Customer, its subcontractors, employees, consultants, advisers or any other party associated with the Customer, the Customer’s breach of these Terms, or arising out of or incidental to the use of the Services by the Customer.
2. Maximum Liability: Rocos’ maximum liability for any damages arising out of or related to the Services, whether in contract or tort, or otherwise, shall in no event exceed, in the aggregate, the lesser of the following:
  1. the total amounts actually paid or payable to Rocos for the Services in the twelve (12) month period immediately preceding the event giving rise to such claim; and
  2. $5,000 NZD.
3. Consequential Loss: Neither party shall be liable for any indirect, incidental, special, punitive, or consequential damages, or any loss of revenue or profits (excluding Fees), Data, or Data use, even if the party has been advised of the possibility of those damages.
4. Mitigation: Each party will take reasonable steps to mitigate any claim or loss sustained or incurred as a result of any breach or default of the other party under or in connection with the Services.
SUSPENSION
1. Suspension: In addition to any other rights Rocos has under, and notwithstanding any other provision of, this Agreement, the parties expressly acknowledge and agree that Rocos has the right to immediately suspend the Services without notice to the Customer if Rocos believes that the Customer has committed, or is reasonably likely to commit, a material breach of any of the provisions of these Terms generally and any breach, material or otherwise, of clause 4.2, 5.3, 5.5, 5.6 or 9.
2. Consequences of suspension: During any period of suspension:
  1. the Customer will pay all Fees for Services and any Additional Charges for other services provided prior to the suspension;
  2. Rocos will not be required to refund or waive any Fees received or payable as at the date of suspension (including any Fees paid in advance).
TERMINATION
1. Termination: Either party may terminate these Terms giving written notice to the other party with effect from the date specified in the notice, if any of the following circumstances occur or exist:
  1. a party commits a material breach and, if it is capable of remedy, does not remedy that breach within 10 Business Days of receiving written notice from the other party requiring it to be remedied (or such later date as agreed to by the parties);
  2. a party is subject to an insolvency, liquidation, receivership or bankruptcy proceedings;
  3. if a Force Majeure Event continues for a period of more than 3 months.
2. Termination on notice: Either party may terminate these Terms by giving at least 20 Business days’ notice to the other party.
3. Consequences of termination: If these Terms expire or are terminated:
  1. the Customer will pay all Fees for Services and any Additional Charges for other services provided prior to expiry or termination;
  2. Rocos will not be required to refund or waive any Fees received or payable as at the date of termination (including any Fees paid in advance), unless the Customer has terminated these Terms and ceased accessing the Services under clause 16.1(a), in which case Rocos will refund any Fees paid in advance on a pro rata basis; and
  3. each party will return (or destroy) the other party’s Confidential Information in a form acceptable to the disclosing party.
4. Accrued rights: Notwithstanding this clause 16, termination or expiration of these Terms for any reason will not affect the rights of either party against the other which accrued before termination or expiry or which otherwise relate to or may arise at any future time from any breach of these Terms which arose before termination or expiry.
DISPUTE RESOLUTION PROCEDURE
1. Dispute notification: If any dispute or disagreement arises between the parties arising out of, relating to or in connection with these Terms or the Services, including any dispute or disagreement in relation to the existence, validity, termination or interpretation of these Terms (Dispute), either party may give notice of the Dispute to the other party in writing specifying the nature of the Dispute (Dispute Notice). If a Dispute Notice is given, the parties will try to resolve the Dispute amicably by direct negotiation.
2. Referral to arbitration: If the Dispute is not resolved within 10 Business Days of the Dispute Notice, either party may refer the Dispute to arbitration in accordance with clause 17.3 .
3. Arbitration: If a party refers the dispute to arbitration under clause 17.2:
  1. The arbitration will be resolved by a sole arbitrator;
  2. The arbitration will be in accordance with the New Zealand Arbitration Act 1996 and its amendments and the AMINZ Arbitration Rules current at the time arbitration is commenced;
  3. The place of arbitration will be Auckland, New Zealand and the language of the arbitration will be English.
4. Nothing in this clause 17 prevents a party from seeking urgent or interim relief from a court of competent jurisdiction.
5. Use of information: No party may use any document or information obtained in the course of the dispute resolution processes that are the subject to this clause 17 for any purpose not arising out of or in connection with the resolution of a dispute.
6. Continuing obligations: Notwithstanding the existence of a dispute, each party must continue to perform its obligations under these Terms.
GENERAL
1. Notices to be in writing: Any notice, document, request, demand or other communication (notices) to be given for the purposes of these Terms must be in writing and may be served personally or sent by courier or by email to, if to the Customer, the address provided by the Customer on registration for the Services or, if to Rocos, to [email protected] or such other address as that party may notify the other party in writing, from time to time.
2. Assignment: The Customer may not directly or indirectly assign, novate, subcontract or transfer all or part of its rights and obligations under these Terms to any person without the prior written consent of Rocos.
3. Further Assurance: Each party will promptly do everything reasonably required to implement and/or give effect to these Terms.
4. Variations: Rocos may amend these Terms by making amended Terms available on the Rocos website and providing you with notice that terms have changes.
5. Waiver: The exercise or waiver, in whole or in part, of any right, remedy or duty provided for in these Terms will not constitute the waiver of any prior, concurrent or subsequent right, remedy or duty within these Terms. No waiver by any party of any provision of these Terms is valid unless it is in writing and signed by an authorised representative of the party against which the waiver is sought to be enforced.
6. Severability: The provisions of these Terms are severable and if any provision of these Terms is determined to be invalid, illegal or unenforceable, the remaining terms or provisions of these Terms will not in any way be affected or impaired and will remain in full force and effect. If any provision of these Terms is so determined to be unenforceable, then that provision will be severed from these Terms and immediately replaced with a valid, enforceable provision as similar as possible to the severed provision.
7. Relationship of parties: Nothing in these Terms will evidence, be construed or deemed to constitute partnership or a joint venture between the parties. No party will have the authority to act for, or to incur any obligation on behalf of the other party.
8. Survival: Along with any clauses that are expressed in these Terms to survive, clauses 1, 6.1, 8, 12 to 18 will remain in full force and effect and survive the termination or expiration of these Terms.
9. Entire Agreement: These Terms constitutes the full and complete agreement of the parties with respect to the subject matter and, except as otherwise provided, supersede all prior negotiations, commitments, writings, agreements and understandings both written and oral between the parties.
10. Remedies: The remedies set out in these Terms will not be exclusive but will be cumulative and in addition to all other rights and remedies provided by law.
11. Governing Law: These Terms will be governed by the laws of New Zealand and the parties submit to the exclusive jurisdiction of the courts of New Zealand.