This Agreement sets out the standard condition for the insertion of an Advertisement to the exclusion of all other written or verbal representations, statements, understandings, negotiations or agreements.
In these conditions and in relation to any changes determined in accordance with them, except so far as the contrary is provided or the context otherwise requires, the following expressions have the meaning respectively assigned to them:
1.1 "Advertisement" shall mean each listing in the category of either display or type set advertising including all artwork respect of which the Customer shall make the application contained in this Online Order Confirmation "Agreement" means this Online Order Confirmation between COVERS NZ LTD and the Customer for the provision of an Advertisement on a telephone book cover. "Customers" shall mean the Person named on this Agreement who or which makes the application contained herein. "Person" includes a corporation: "Publication" means the cover for Telephone Book.
2. WARRANTY AND INDEMNITY:
2.1 The Customer warrants and declares to COVERS NZ LTD that the Customer is the owner of any name (including a company or business name) trademark, logo, and any otherwritten information or material in the Advertisement is authorised by the owner thereof to use such name, trademark, logo or written information or material in the Advertisement and that such use is not contrary to any law.
2.2 The Customer and COVERS NZ LTD shall comply in all respects with the provisions of any statutes (including any regulation or ordered made thereunder) and any other obligation imposed by law (including by laws) applicable to the Advertisements including the Fair Trading Act 1986, The Credit Agreements Act 1981, The Securities Act 1978, The Door to Door Sales Act 1967, together with in each case any statutory extension or modification or re-enactment thereof.
2.3 The Customer shall keep COVERS NZ LTD indemnified from and against all proceedings, claims, demands, fines, costs, expenses and charges taken, made or awarded against COVERS NZ LTD or its servants or agents arising out of or in connection with any Advertisement including actual, "alleged or inadvertent defamation, passing off, misdescription, false trade description or services offered, error or omission or infringement of any copyright, trademark or design, right, privilege.
3. CONDITIONAL ACCEPTANCE:
Acceptance by COVERS NZ LTD, whose decision shall be final, of the application hereby made to insert or arrange the insertion of an Advertisement on any listing is conditional on sufficient Advertisements and listings being obtained to complete such composite cover.
COVERS NZ LTD guarantees the Customer exclusive listing for their business and/or service, in that the Customer's advertisement will be the only one of its type of business on a Telephone Book Cover unless special consent has been obtained and agreed to by all involved. COVERS NZ LTD further guarantees the Customer has first option for right of renewal for their type of business and/or services for the next Telephone Book Cover publication subject to the previous years agreement terms and conditions being met.
5. BILLING AND PAYMENT:
5.1 The total charge for all Advertisements ordered by the Customer shall be the total amount payable as specified on the Application of this Agreement. The payment option will be as selected by the Customer and indicated on the Application of this agreement. The Customer shall remain liable for the charge whether or not the business to which the listing relates is transferred to another person prior to the charge being paid.
5.2 COVERS NZ LTD may (without prejudice to any other right or remedy) where appropriate, prior to publication remove any Advertisement or refrain from proceeding with any Advertisement order by the Customer and refuse any further, Advertisement so ordered-
(a) If the Customer fails to pay when due any sum payable under this Agreement.
(b) Or is the subject of a receiving order in bankruptcy or becomes insolvent or makes any composition or arrangement for the benefit of creditors or suffers execution, distress or any form seizure to be levied or affected on, or against the Customers Premises, assets or effects, or being a company goes into liquidation, whether voluntary or compulsory or has a receiver or manager of any assets appointed:
(c) Or fails to perform or observe the provisions of this agreement.
(d) Or for any other reason deemed to conflict with production of a cover to the satisfaction of COVERS NZ LTD.
5.3 COVERS NZ LTD reserves the right to charge interest of 2.5% amount outstanding for longer than 60 days after the date which it fell due for payment, such interest will be calculated on a monthly basis from the due date to the actual date paid. Any amount outstanding after 60 days will be charged 3.5%. These terms are monthly based.
5.4 Any costs associated with outstanding debt recovery, disputes tribunal hearings, legal and court costs will be the responsibility of the customer.
5.5 If the Customer fails to comply with any provision of the Agreement, or purports to terminate this Agreement after proof of ad has been produced or deadline for printing of any listing has passed, the customer shall nevertheless continue to be liable for the charges due and the charges to become due under this Agreement.
6. ERRORS AND OMISSIONS:
COVERS NZ LTD will make every reasonable effort to ensure the accuracy of entries in its listings and display ads however, in the event of an error or omission no responsibility will be accepted. The Customer may be entitled to a refund of such part (not exceeding the whole) of the charge including GST paid (if any) for the listing concerned as in the sole opinion of COVERS NZ LTD is fair and reasonable having regard to the nature of the error or omission. Except as stated above, COVERS NZ LTD will not be liable to the Customer of any other Person for direct or indirect losses, damages, loss of profits and or lost business revenue, in respect of errors or omissions.
All claims, complaints or disputes shall be made in writing to COVERS NZ LTD within fourteen days of product release and supported by name, address, area and telephone number.
8. INFRINGEMENT OF TRADEMARKS
COVERS NZ LTD will make every reasonable effort to ensure that any Advertisement in any listing does not infringe any trade mark, copyright, passing off or other rights of the Customer but COVERS NZ LTD shall in no circumstances be liable to the Customer or any Person in the event of any such infringement arising from any Advertisement of a third party appearing in any listing.
9. EXCLUSION OF LIABILITY:
To the extent that this Agreement may be performed in whole or in part by COVERS NZ LTD, whether as a agent or contractor for COVERS NZ LTD, it is acknowledged by the Customer that the benefit of the limitations of liability and the immunities set out in this Agreement, shall apply to COVERS NZ LTD and the Customer hereby accepts that this promise is intended to create an obligation enforceable at the suit of COVERS NZ LTD, whether by way or defence or otherwise.
10. NOTICE OF CANCELLATION:
In the event of the Customer wishing to cancel the Advertisement or Advertisements as described on the front of this Agreement the Customer will post or email, no later than 8 days after the date on this contract the following "notice of cancellation"
NOTICE OF CANCELLATION
COVERS NZ LTD
PO Box 10559,
Te Rapa 3241,
I hereby cancel this agreement made by me on the _____day of
______________20____ to purchase Advertising space and
require you to repay all money paid by me under or in respect to
Dated this___________day of_________________20_________
10.1 Any refunds, cancellation advice or notice outside this above time frame will be at the total discretion of COVERS NZ LTD but in compliance with the "Door to Door Sales Act 1967"