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1. Application of Terms

1.1. The following terms and conditions of trade (“Terms”) are applicable to the provision by AppraiseMe Limited (“Company”) of digital marketing services (“Services”) to licensed real estate agents (“Agents”).

1.2. References to “us”, “we” and/or “our” in these Terms shall mean the Company and references to “you” and “your” shall mean the Agents using the Services provided by us.

2. Performance and Delivery

2.1 We will use all reasonable commercial efforts to provide the Services in an efficient and timely manner.

2.2. You agree and acknowledge that from the date you commence use of our Services this constitutes the date of acceptance by you of these Terms and creates a binding contract between us and you.

2.3. We will, where practicable, advise you of any matter, circumstance or instruction that may affect the timely delivery or quality of the Services and/or constitute a variation to the Services.  No material variation to the Services shall be binding unless recorded in writing and signed by us and you.

3. Cancellation

3.1. You may terminate our Services at any time.  We may also terminate our Services to you at any time.  We are entitled to payment of our fees for the Services up to the date of termination, together with a reasonable administration fee.

3.2. You authorise us (without further reference to you) to destroy all files and documents relating to the provision of our Services to you (including any files and documents provided to us by you) upon the expiry of one (1) month from the date of termination of the Services.

4. Client obligations

4.1. You will provide us with all information or assistance requested by us relating to the Services as soon as practicable following any such request.  You will comply with the Copyright Act 1994 and identify to us any proprietary rights that any other person may have in any information which you provide to us.

4.2. We may, from time to time, request particular financial and customer information from you.  Requests will be made directly to you in person, over the phone, or in writing.  We will store the information you send to us in a secure manner and in accordance with the relevant legislative privacy policies.

4.3. We will be relying on the accuracy of the information provided by you or provided by others on your behalf, without independently having to verify it.

5. Intellectual Property

5.1. You will retain all intellectual property rights, including copyright and ownership in all reports, information and content created by or provided by you.  You will indemnify us against all damages, penalties, costs and expenses in respect of which we may become liable through the use of such reports, information or content.  You may not distribute for profit any reports, information or content created by us for you without our written consent.

5.2. Except as described above, we will retain all intellectual property rights, including ownership of all patents, licences, trademarks, service marks, trade names, inventions, trade secrets, copyright, circuit layouts, moral rights, design rights, know-how, rights in computer software, databases and lists, confidential information and any other intellectual property rights (whether registered or unregistered and the right to register the same) relating to our website and the Services provided by us.

5.3. You shall not copy or reproduce any information in which we have copyright by any means or in any form without our written consent.

6. Privacy and Personal Information

6.1. You authorise us to collect, retain and use any information about you for the purpose of enforcing any rights under these Terms.

6.2. If at any time, you would like a copy of your information or you discover that any personal information we hold about you is incorrect, you may contact us by telephone or email.

6.3. You accept and acknowledge the risk that transmission of data to and from our website over the internet may be intercepted, used and modified by third parties and that materials obtained from and through our website may contain computer viruses or other defects. You agree and acknowledge that we will not be held responsible for events arising from unauthorised access to your personal information that we hold or otherwise. We will use our reasonable endeavours to protect your personal information and once we receive your transmission we will use commercially reasonable endeavours to ensure its security on our system.

6.4. You agree and acknowledge that:

(a). you are prohibited from using any information or data relating to any third party which you have obtained through our website or by using our Services with the intention of attending that third party’s property for the purposes of negotiating an uninvited direct sales agreement, without our prior written consent;

(b). if we suspect or are made aware of any alleged breach by you of this clause, we are entitled to conduct further investigations into such alleged breach and upon request you shall immediately pay to us an administration fee of $250.00 plus GST for conducting such further investigations; and

(c). if as a result of our investigations we consider on reasonable grounds that you have breached this clause, we may, at our discretion, immediately suspend or terminate any rights you have to use our website or our Services.

7. Liability

7.1. We are not liable in any event for any loss of profits, loss of revenue, loss of goodwill or business opportunities, loss of customers or any consequential, indirect or special damage, loss or injury of any kind suffered by you or any other person arising directly or indirectly out of the provision of the Services.

7.2. To the extent permitted by law, all warranties, conditions and obligations (express or implied) are excluded and if such warranties, conditions and obligations are not able to be excluded by law they shall only apply to the minimum extent required by the relevant legislation.

7.3. Insofar as we may be liable to you notwithstanding anything contained in these Terms, to the extent permitted by law our total liability to you whether in tort (including negligence), contract, equity, or otherwise for any loss, damage or injury arising directly or indirectly out of the provision of the Services or any other breach of our obligations is limited to the amount paid by you to us for the Services.

7.4. We are not responsible for the acquisition, or liable for the accuracy and validity of any consents, licences, permits and authorisations required to lawfully undertake the Services.

7.5. You indemnify us against all claims, liabilities, costs, damages, fees and expenses (including legal costs) suffered or incurred at any time by us arising as a direct or indirect result of any act, omission or default on your part or from any breach or alleged breach of these Terms by you or relating to an action or claim brought by a third party against us which relates directly or indirectly to the Services.

8. Force Majeure

8.1. We shall not be liable for any delay or failure in performance of the Services or for any loss or damage arising directly or indirectly due to any occurrence or contingency beyond our reasonable control, including but not limited to, acts of God, acts of war, fire, laws or regulations, riots, earthquakes, floods, explosions, armed conflict, labour dispute, civil commotion, government intervention, accidents, Covid, interruption to transportation or weather.

9. General

9.1. The provisions of these Terms shall not be varied except by agreement in writing signed by both of us.

9.2. No right or obligation under these Terms shall be deemed to be waived except by notice in writing signed by the relevant party.

9.3. If any provision of the Terms shall be invalid, void, illegal or unenforceable, the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

9.4. These Terms record the entire agreement between us and you and supersede any prior representations, agreements, statements and understandings, whether verbal or in writing, on the subject matter of these Terms unless previously agreed by us and you.

9.5. We have not and will not during or after the application of these Terms assume any obligation, as your agent or otherwise, which may be imposed on you pursuant to the Health and Safety at Work Act 2015, and you agree that we will not be deemed to be a “person conducting a business or undertaking” on your premises for the purposes of that Act.

9.6. Any dispute or difference between you and us regarding these Terms will be negotiated between us through good faith negotiations.

10. Governing Law

10.1. The Terms shall be governed by and construed in accordance with the laws of New Zealand and the parties shall submit to the non-exclusive jurisdiction of the Courts of New Zealand.