These terms and conditions are between Safe Web Traffic Limited (NZCN 8053836), (we, us or our) and you (you or your), together the Parties and each a Party.

These terms and conditions form the entire agreement under which we will provide the Services to you (Terms).

1.  Acceptance

1.1 You have requested the Services via the Website. You are taken to have accepted these Terms by the earlier of:

a. signing up for the Services via our Website;

b. accepting the Terms online or sending an email to us accepting the Terms (expressly or impliedly);

c. instructing us to proceed with providing the Services; and

d. making any payment of the Price (including any deposit).

2.  Services

2.1 We agree to provide the Services to you in accordance with these Terms and all applicable laws.

2.2 We will use reasonable efforts to ensure all of our obligations under these Terms will be performed:

a. using reasonable care and skill;

b. by suitably competent and trained Personnel; and

c. in an efficient and professional manner.

2.3 If you let us know about a problem with our Services, we will do our best to fix it as soon as possible. This may mean that we need to arrange for a service technician to visit your place. If the technician finds there are no problems with our Services, you may need to pay the cost of the service technician to be sent out. We will let you know in advance what the cost will be.

2.4 We may provide the Services to you using our Personnel.

2.5 You accept that from time to time the Services may have reasonable periods of disruption, such as in the event of a network outage. We are not liable for any such outages, except where they are caused by fraudulent or negligent acts or omissions of us or our Personnel.

2.6 We can suspend or restrict the Services at any time if we consider it reasonably necessary to protect or maintain our network or if we believe that you have breached any of our terms. We will always do our best to contact you before doing this, but may not be able to do so in all circumstances.

2.7 You acknowledge and agree that we are unable to control how you use the Services and as such we cannot warrant or promise that they will always be virus-free, private and secure. You are solely responsible for maintaining adequate security and privacy measures in respect of your data and in your use of the Services.

3.  Use of our Website

3.1 You must not use the Website and/or sign up for Services through the Website unless you are at least 18 years old.

3.2 By accessing and/or using the Website you warrant to us that you are at least 18 years old and that you have reviewed these Terms.

3.3 When using the Website, you must not do or attempt to do anything that is unlawful or inappropriate, including:

a. anything that would constitute a breach of an individual’s privacy or any other legal rights;

b. using the Website to defame, harass, threaten, menace, or offend any person;

c. using the Website for unlawful or fraudulent purposes;

d. interfering with any user of the Website;

e. tampering with or modifying the Website (including by transmitting viruses and using trojan horses);

f. using the Website to send unsolicited electronic messages;

g. using data mining, robots, screen scraping, or similar data gathering and extraction tools on the Website; or

h. facilitating or assisting a third party to do any of the above acts.

4.    Time

4.1 We will use our commercial best endeavours to provide the Services by the dates requested when you sign up for the Services on the Website, or where no date is specified, then within a reasonable period of time.

4.2 We will have no liability (including a failure to meet any date referred to in clause 1), for delays caused by one or more of the following events or circumstances:

a. a Variation or deemed Variation;

b. an act, omission, or breach by you or any of your Personnel;

c. inclement weather;

d. delays in obtaining approvals for the Services from relevant Authorities;

e. industrial action, except where caused by us; and/or

f. any other event or circumstance beyond our reasonable control (including Force Majeure Events).

5.  Your Consumer Law Rights

5.1 If you are acquiring the Services for personal, domestic or household use or consumption:

a. Certain legislation, such as the Consumer Guarantees Act 1993 and the Fair Trading Act 1986 and similar consumer protection laws and regulations (NZCL), may confer you with rights, warranties, guarantees and remedies relating to the Services which cannot be excluded, restricted or modified (Consumer Law Rights). Nothing in these Terms excludes your Consumer Law Rights as a consumer under the NZCL.

b. You agree that our Liability for the Services is governed solely by the NZCL and these Terms.

c. Subject to your Consumer Law Rights, we exclude all express and implied warranties, representations, and guarantees of any kind (whether under the statute, law, equity, or on any other basis) and all materials, work, services (including the Services) are provided to you without warranties, representations, and guarantees of any kind, except where expressly provided in these Terms.

5.1 If you are acquiring the Services for the purposes of trade, you agree that:

(a). we are supplying and you are acquiring Services for the purpose of trade;

(b). to the maximum extent permitted by law, the provisions of the Consumer Guarantees Act 1993 and sections 9, 12A and 13 of the Fair Trading Act 1986 do not apply to this Agreement; and

(c). it is fair and reasonable that the Parties are bound by this clause.

6. Accounts and Set up

6.1  You must create an account in order to sign up to receive the Services from us.

6.2 You must ensure that any personal information you give to us when creating an account is accurate and up-to-date. All personal information that you give to us will be treated in accordance with our Privacy Policy.

6.3 It is your responsibility to keep your account details confidential. You are responsible for all activity on your account, including purchases made using your account details.

6.4 When you sign up to receive the Services from us, you will need to select your desired Services package, including whether you choose to receive the DNS cloud filter only.

6.5 Once you have completed the sign-up process on the Website, we will be in touch with you regarding next steps.

6.6  You acknowledge and agree that you are required, at your sole cost, to ensure you have all equipment and hardware necessary for the Services to operate.

7. Support Services

7.1  In consideration of your compliance with this Agreement, we will supply you with the Support Services as set out on our Website.

7.2  In order for you to receive the Support Services, you must place a request over the phone or via email. You must promptly notify us of any problems with the Services as soon as you become aware of them and you agree to provide us with all information and access necessary to allow us to provide the Support Services.

7.3  We will use our best endeavours to make the Support Services available to you during the times as set out on our Website.

7.4  Unless otherwise agreed, support under this Agreement is not to be used to support any other products or services and does not include training, installation of software or hardware, software development or the modification, deletion or recovery of data or any on-site services.

8. Variations

8.1  All Variations to the Services must be agreed in writing between the Parties and will be priced in accordance with our standard pricing as shown on the Website, any schedule of rates provided by us, or as otherwise agreed between the Parties.

8.2  You may request a variation or change to the Services, including the timing for the provision of the Services, by providing a written notice (including by email) to us, with details of the requested variation or change (Variation Request).

8.3  We will not be obliged to comply with a Variation Request unless the Parties agree to the Variation Request (or an amended Variation Request) in writing, including any effect on the Price (Variation).

8.4 If we consider that any instruction or direction from you constitutes a Variation, then we will not be obliged to comply with such instruction or direction unless and until a Variation Request has been issued in accordance with clause 1 and a Variation has been agreed in accordance with clause 8.2.

9.  Your Personnel and Your Items

91.  You are responsible for the acts or omissions, and any services provided by you or your Personnel. You agree to, and to ensure your Personnel, cooperate with us and do not interfere with the supply of the Services.

9.2  You agree that any information, documentation, specifications, services provided, or directions provided, by you or your Personnel in relation to the Services (Your Items) will be:

(a)  provided solely at your own risk, and you agree that we will assume no responsibility or Liability for Your Items;

(b)  fit for purpose, of merchantable quality and compliant with all applicable laws; and

(c)  sufficient to enable us to comply with our obligations under these Terms and all applicable laws,

and we will have no liability to you for any Liability, and you waive and release us from any such Liability, arising from Your Items.

10. Price and Payment

10.1  You agree to pay us the Price as set out on our Website and applicable to those Services you have selected as part of the sign-up process. All amounts are stated in New Zealand dollars and are exclusive of GST (unless otherwise stated). If we offer payment via a third party payment processor, the payment may be subject to that third party processor’s terms and conditions.

10.2  Subject to the provisions of these Terms, we will invoice you annually in advance for the Services provided and for any other amounts payable under these Terms. If you have authorised us to debit your account or credit card in connection with the Price and other amounts owing on an ongoing or recurring basis, you acknowledge and agree that we may without further notice, debit from the account or credit card, on the due date for payment, the Price and any other amounts owing until the date that you revoke that authority.

10.3  If you fail to make payment of the Price or any amount payable under these Terms, we may:

(a)  after a period of 5 business days, cease providing the Services, and recover, as a debt due and immediately payable from you, our additional costs of doing so;

(b)  charge interest at a rate equal to the Reserve Bank of New Zealand’s cash rate, from time to time, plus 2% per annum, calculated daily and compounding monthly, on any such amounts unpaid 7 days after the relevant date for payment;

(c)  commence proceedings against you and recover from you, our additional costs (including legal costs) in doing so.

10.4  You agree that we may set-off or deduct from any monies payable to you under these Terms, any amounts which are payable by you to us (whether under these Terms or otherwise).

11. Warranties and Representations

11.1 Each Party represents, warrants, and agrees that:

a. it has full legal capacity, right, authority, and power to enter into these Terms, to perform its obligations under these Terms, and to carry on its business; and

b. that these Terms constitute a legal, valid and binding agreement, enforceable in accordance with their terms.

11.2      You represent, warrant, and agree that:

(a)  you have not relied on any representations or warranties made by us in relation to the Services (including as to whether the Services are or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms;

(b)  you will cooperate with us, and promptly provide us with all documentation, information, instructions, facilities and access as may be reasonably necessary to enable us to provide the Services in accordance with these Terms;

(c)  the information you provide to us is true, correct and complete;

(d)  you will not infringe any third party rights in working with us and receiving the Services;

(e)  you are responsible for obtaining, and providing to us if necessary, any access and approvals from third parties necessary for the Services to be provided, at your cost.

12. Term and Termination

12.1  Either Party may terminate these Terms at any time by giving 30 days’ notice in writing to the other Party. If you terminate these Terms and you are on a fixed term contract, an early termination fee as set out on our Website from time to time may apply.

12.2  These Terms will terminate immediately upon written notice by a Party (Non-Defaulting Party), if:

(a)  the other Party (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied within 10 business days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or

(b)  the Defaulting Party is unable to pay its debts as they fall due.

12.3      Upon expiry or termination of these Terms:

(a)  we will immediately cease providing the Services;

(b)  without limiting your Consumer Law Rights, you agree that any payments made by you to us are not refundable to you;

(c)  you are to pay for all Services provided prior to termination, including Services which have been provided and have not yet been invoiced to you, and all other amounts due and payable under these Terms;

(d)  you also agree to pay us our additional costs, reasonably incurred, and which arise directly from such termination (including legal fees, debt collector fees, and mercantile agent fees); and

(e)  subject to clause 15, you agree to promptly return (where possible), or delete or destroy (where not possible to return), any information, documentation or Intellectual Property owned by us that is in your possession or control.

(f)  We will retain your documents (including copies) as required by law or regulatory requirements. Your express or implied agreement to these Terms constitutes your authority for us to retain or destroy documents in accordance with the statutory periods, or on expiry or termination of these Terms.

(g)  Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.

13.  Liability

13.1  Limitation of liability: Despite anything to the contrary, to the maximum extent permitted by law:

(a)  neither Party will be liable for any Consequential Loss;

(b)  our maximum aggregate liability for any Liability arising from or in connection with the Services and these Terms will be limited to: us repaying you the amount of the Price paid by you to us in respect of the provision of the relevant Services, to which the Liability relates;

(c)  a Party’s liability for any Liability under, arising from, or in connection with, these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (including a failure to take reasonable steps to mitigate the relevant Liability);

13.2  We will not be liable for and you waive and release us from and against any Liability caused or contributed to by:

(a)  your and your Personnel’s act and omissions;

(b)  your use of or reliance on any information in the Atamai videos;

(c)  any loss or damage which is the inevitable and unavoidable part of performing the Services;

(d)  any loss of profit (including anticipated profit), loss of benefit (including anticipated benefit), loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence) indemnity or otherwise;

(e)  failure or delay in providing the Services; or

(f)  event or circumstance beyond our reasonable control.

13.3  You agree that any information contained on the Website and any materials provided with our Services (collectively Materials) are provided for general information purposes only and do not take into account your personal circumstances. The Materials are not intended to be advice of any kind. You are solely responsible for determining the suitability of our Services for your circumstances and your reliance on the Materials is at your own risk.

14. Intellectual Property

14.1  As between the Parties:

(a) we own all Intellectual Property Rights in Our Materials;

(b)  you own all Intellectual Property Rights in Your Materials; and

(c)  nothing in these Terms constitutes a transfer or assignment of any Intellectual Property Rights in Our Materials or Your Materials.

14.2  As between the Parties, ownership of all Intellectual Property Rights in any New Materials or Improvements will at all times vest, or remain vested, in us upon creation. To the extent that ownership of such Intellectual Property Rights in any New Materials and/or Improvements do not automatically vest in us, you agree to do all things necessary or desirable to assure our title in such rights.

14.3  We grant you a non-exclusive, revocable, worldwide, non-sublicensable, and non-transferable right and license, to use Our Materials that we provide to you, the New Materials and Improvements, solely for the purposes for which they were developed and for your use and enjoyment of the Services, as contemplated by these Terms.

14.4  You grant us a non-exclusive, revocable, worldwide, non-sublicensable, and non-transferable right and license, for the duration of the Term, to use Your Materials that you provide to us solely for the purposes for which they were developed and solely for the performance of our obligations under these Terms.

14.5  If you or any of your Personnel have any Moral Rights in any material provided, used, or prepared in connection with these Terms, you agree to (and agree to ensure that your Personnel) consent to our use or infringement of those Moral Rights.

14.6 In the use of any Intellectual Property Rights in connection with these Terms, you agree that you must not (and you must ensure that your Personnel do not) commit any Intellectual Property Breach. Where you reasonably suspect that such a breach may have occurred, you must notify us immediately.

14.7  This clause 14 will survive the termination or expiry of these Terms.

15.  Confidentiality

15.1  Subject to clause 2, you must (and must ensure that its Personnel do) keep confidential, and not use or permit any unauthorised use of, all of our Confidential Information.

15.2  Clause 1 does not apply to Confidential Information that:

(a)  is required to be disclosed in order for you to comply with their obligations under these Terms;

(b)  is authorised to be disclosed by us

(c)  is in the public domain and/or is no longer confidential, except as a result of a breach of these Terms; or

(d)  must be disclosed by law or by a regulatory authority, including under subpoena.

16. General

16.1 Amendments: We may amend these Terms from time to time.  When we make any amendments, the updated Terms will be published on our Website.

16.2 Disputes: A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree on how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the New Zealand Law Society to appoint a mediator. The mediator will decide the time, place, and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

16.3  Email: You agree that we are able to send electronic mail to you and receive electronic mail from you. To the maximum extent permitted by law, you release us from any Liability you may have as a result of any unauthorised copying, recording, reading, or interference with that document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to your system or any files by a transfer.

16.4  Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under these Terms if such delay or failure is caused or contributed to by a Force Majeure Event. This clause will not apply to a party’s obligation to pay any amount that is due and payable to the other Party under these Terms.

16.5  Governing law: These Terms are governed by the laws of New Zealand. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New Zealand and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

16.6  GST: If and when applicable, GST payable on the Price will be set out in our invoice. You agree to pay the GST amount at the same time as you pay the Price.

16.7  Joint and Several Liability: Where you constitute two or more individuals or entities, you will each be jointly and severally liable under these Terms.

16.8  Notices: Any notice given under these Terms must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

16.9  Online execution: These Terms may be executed by means of such third-party online document execution service as we nominate subject to such execution being in accordance with the applicable terms and conditions of that document execution service.

16.10  Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment, or agency relationship between the Parties.

16.11  Severance: If any provision (or part of it) under these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.

16.12  Survival: Each clause, which by its nature survives termination, will survive the termination or expiry of these Terms.

17.  Interpretation & Definitions

17.1  In these Terms, unless the context otherwise requires:

(a)   a reference to these Terms or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied, or replaced from time to time;

(b)  a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements, or re-enactments from time to time;

(c)   a reference to a natural person includes a body corporate, partnership, joint venture, association, government or statutory body or authority or other legal entity and vice versa;

(d)    no clause will be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it;

(e)     a reference to a party (including a Party) to a document includes that party’s executors, administrators, successors, permitted assigns, and persons substituted by novation from time to time;

(f)     a reference to a covenant, obligation, or agreement of two or more persons binds or benefits them jointly and severally;

(g)    words like including and for example are not words of limitation;

(h)   a reference to time is to local time in New Zealand; and

(i)   a reference to $ or dollars refers to the currency of New Zealand from time to time.

In these Terms, unless the context otherwise requires:

Approval means any approval, consent, license, permit, permission, application, registration, or equivalent required to be obtained in connection with the Services by any Authority or any law.

Authority means any national, or local government departments, bodies, instrumentalities or other public authorities the approval of which is applicable to or necessary for the provision of the Services.

Commencement Date means the date these Terms are accepted in accordance clause 1.1.

Confidential Information includes information which:

(a)  is disclosed to you in connection with these Terms at any time;

(b)  is prepared or produced under or in connection with these Terms at any time;

(c)  relates to our business, assets, or affairs; or

(d)  relates to the subject matter of, the terms of and/or any transactions contemplated by these Terms,

whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the information is received.

Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under the statute, contract, equity, tort (including negligence), indemnity or otherwise. The Parties acknowledge and agree that your obligation to pay us the Price under these Terms will not constitute “Consequential Loss” for the purposes of this definition.

Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide, or other catastrophic natural disasters, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, the act of sabotage, the act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.

Improvements means any development, modification, adaptation, or improvement of Our Materials or any New Materials made by or on behalf of either Party (or any of their respective Personnel), or in respect of which Intellectual Property Rights are acquired by, either Party during the Term.

Intellectual Property means any copyright, registered or unregistered designs, patents or trademarks, domain names, know-how, inventions, processes, trade secrets, or Confidential Information; or circuit layouts, software, computer programs, databases, or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.

Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.

Intellectual Property Breach means any breach by you (or any of your Personnel) of any of our Intellectual Property Rights (or any breaches of third-party rights, including any Intellectual Property Rights of third parties), including using or exploiting our Intellectual Property for purposes other than as expressly stated in these Terms (including, without limitation, using our Intellectual Property for commercial purposes or on-selling our Intellectual Property to third parties).

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding, or judgment (whether under the statute, contract, equity, tort (including negligence), indemnity, or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party, a Party to these Terms or otherwise.

Moral Rights has the meaning given in the Copyright Act 1994.

New Materials means all Intellectual Property developed, adapted, modified or created by or on behalf of us or you or any of your Personnel or our Personnel in connection with these Terms or the provision of the Services, whether before or after the date of these Terms, but excludes Our Materials and Your Materials.

Our Materials means the Atamai videos, all work, models, processes, technologies, strategies, materials, information, documentation, Specifications, and services that we may provide to you under these Terms, and which may contain material which is owned by or licensed to us, and is protected by New Zealand and international laws.

Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.

Price means the price on our Website for the provision of the Services, as adjusted in accordance with these Terms.

Services means the DNS cloud filter, Atamai videos, and other services included in the package which you sign up to receive via the Website.

Your Materials means all work, models, processes, technologies, strategies, materials, information, documentation, and services (including Intellectual Property), owned, licensed, or developed by or on behalf of you or your Personnel before the Commencement Date and/or developed by or on behalf of you or your Personnel independently of these Terms.

Website means the website owned and operated by us through which you sign up for the Services, being https://safewebtraffic.com, or such other website operated by us through which you can sign up for the Services from time to time.