1 APPLICATION OF TERMS
1.1 By visiting and using the Website, You agree to these Terms. You must be a natural person in order to use Our Services.
2.1 We may change the Terms at any time by updating them on the Website. Unless stated otherwise, any change takes effect immediately. You are responsible for ensuring You are familiar with the latest Terms. By continuing to access and use the Website, You agree to be bound by the changed Terms.
2.2 We may change, suspend, discontinue, or restrict access to, the Website without notice or liability.
2.3 These Terms were last updated on 1 November 2020.
3.1 In these Terms:
Account means the account you create with Us or with our third party provider Automio or Videosign.
Agreement means the form of agreement purchased by You from Us for Your own use.
Automio or Videosign means a third party provider which provides the software to enable You to complete an agreement and execute it online.
Loss includes loss of profits, savings, revenue or data, or any other claim, damage, loss, liability and cost, including legal costs on a solicitor and own client basis.
Personal Information means information about an identifiable, living person, and includes personal data, personally identifiable information and equivalent information under applicable privacy and data protection laws.
Services means the services we provide to you as described in clause 5.
Terms means these terms and conditions.
Underlying System means any network, system, software, data or material that underlies or is connected to the Website.
We, Us or Our means Agreeable Limited.
Website means the Agreeable website at www.agreeable.co.nz or equivalent.
You, Your means you.
4 WHAT YOU WILL DO
4.1 You must provide true, current and complete information in your dealings with Us, and must promptly update that information as required so that the information remains true, current and complete.
4.2 You take responsibility for ensuring that any agreement you purchase and complete is suitable for your purposes.
4.3 You acknowledge that the agreement you purchase is designed for property situated in New Zealand (and movable property outside New Zealand) and that you take responsibility for seeking specific advice as to whether any property situated outside New Zealand may be affected by the agreement.
4.4 You must:
a not act in a way, or use or introduce anything (including any virus, worm, Trojan horse, timebomb, keystroke logger, spyware or other similar feature) that in any way compromises, or may compromise, the Website or any Underlying System, or otherwise attempt to damage or interfere with the Website or any Underlying System; and
b access the Website via standard web browsers only and not by any other method unless with our consent. Other methods include scraping, deep-linking, harvesting, data mining, use of a robot or spider, automation, or any similar data gathering, extraction or monitoring method.
4.5 You indemnify us against all Loss we suffer or incur as a direct or indirect result of Your failure to comply with these Terms, including any failure of a person who accesses and uses our Website by using Your details.
5 WHAT WE WILL DO
5.1 We will provide a platform for You to create Your own agreement using a third party provider. Our service includes providing you with a secure referral to the Automio website to download an agreement and providing guidance for completing the agreement. If You purchase our certification service, We will refer You to one of Our independent legal experts for advice and certification of Your agreement.
5.2 When You select the option to purchase an agreement on the Website, the Website will refer You to Automio for payment of the initial fee. Once referred You will be engaging with Automio for the purposes of payment and accessing the agreement.
5.3 When You complete the agreement You may refer it to us to arrange certification. You can do this by email or by uploading it to Our Website. We will provide You with the information about certification of Your agreement through our affiliated lawyers or through another lawyer of your choice.
5.4 We will provide You with a fixed price quote for the cost of two lawyers to certify the agreement on behalf of each party, or one lawyer if one of You wish to use Your own lawyer (subject to our affiliated lawyers’ right to decline to advise You on a fixed-fee basis, in which case we will advise you to engage one of our affiliated lawyers or your own lawyer on an alternative basis at Your cost). You will accept the quote by paying the fixed fee by internet banking to the account number We provide to you. The fixed fee will include Our fee for providing Our Services to you.
5.5 On receipt of Your payment for the certification of Your agreement, We will refer you to an independent lawyer or lawyers and their terms of engagement will be provided to You[CA1] .
5.6 Your certifying lawyer is responsible for the advice they give You.
5.7 We cannot guarantee that a certifying lawyer will certify Your agreement. A certifying lawyer must satisfy themselves that it is appropriate to certify the agreement. Should the certifying lawyer decline to certify Your agreement in accordance with their professional and ethical obligations, We will refund Your portion of any fixed fee paid, less a reasonable charge (if any) for cost and time already incurred.
5.8 We will provide You and the certifying lawyer with the technology to enable the agreement to be witnessed and certified to the best of our knowledge and belief. At present this is the Videosign software.
5.9 Your certifying lawyer will store Your agreement in accordance with their terms of engagement.
6 INTELLECTUAL PROPERTY
We (and our licensors) own all proprietary and intellectual property rights in the Website (including all information, data, text, graphics, artwork, photographs, logos, icons, sound recordings, videos and look and feel), and the Underlying Systems. Agreeable is a trademark owned by Us.
7 WHAT WE DON’T DO
7.1 To the extent permitted by law, we and our licensors have no liability or responsibility to You or any other person for any Loss in connection with:
a the Website being unavailable (in whole or in part) or performing slowly;
b any error in, or omission from, any information made available through the Website;
c any exposure to viruses or other forms of interference which may damage Your computer system or expose You to fraud when You access or use the Website. To avoid doubt, You are responsible for ensuring the process by which You access and use the Website protects You from this; and
d any site linked from the Website. Any link on the Website to other sites does not imply any endorsement, approval or recommendation of, or responsibility for, those sites or their contents, operations, products or operators.
7.2 We make no representation or warranty that the Website is appropriate or available for use in all countries or that the content satisfies the laws of all countries. You are responsible for ensuring that Your access to and use of the Website is not illegal or prohibited, and for Your own compliance with applicable local laws.
7.3 We are not providing legal advice to You as part of this service. You accept that You are taking responsibility for preparing Your own agreement once You purchase an agreement. We are not liable for the advice given by the independent lawyers who certify Your agreement (they are independent from Agreeable and provide advice to You).
8.1 To the maximum extent permitted by law:
a You access and use the Website at Your own risk; and
b We are not liable or responsible to You or any other person for any Loss under or in connection with these Terms, the Website, or Your access and use of (or inability to access or use) the Website. This exclusion applies regardless of whether Our liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.
8.2 Except to the extent permitted by law, nothing in these Terms has the effect of contracting out of the Consumer Guarantees Act 1993. To the extent Our liability cannot be excluded but can be limited, our liability is limited to the price You pay for one of Our Services.
8.3 Agreeable is not responsible for the agreement You purchase or have certified being unenforceable due to being “seriously unjust” (or another ground as may be prescribed by law in effect from time to time) or where a party does not make proper disclosure to the other as part of the agreement process. The content of the agreement and the disclosure process is a matter for You. We will not be liable for any costs associated with the enforcement, defence or execution of Your agreement.
9 SUSPENSION AND TERMINATION
9.1 Without prejudice to any other right or remedy available to Us, if We consider that You have breached these Terms or We otherwise consider it appropriate, We may immediately, and without notice, suspend or terminate Your access to the Website (or any part of it).
9.2 On suspension or termination, You must immediately cease using the Website and must not attempt to gain further access.
10.1 If We need to contact You, we may do so by email, by telephone or by posting a notice on the Website.
10.2 These Terms, and any dispute relating to these Terms or the Website, are governed by and must be interpreted in accordance with the law of New Zealand.
10.3 For Us to waive a right under these Terms, the waiver must be in writing.
10.4 Clauses which, by their nature, are intended to survive termination of these Terms, including clauses 4.4, 4.5, 6, 7, 8, and 9, continue in force.
10.5 If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If a modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.
10.6 These Terms set out everything agreed by the parties relating to Your use of the Website and supersede and cancel anything discussed, exchanged or agreed prior to You agreeing to these Terms. The parties have not relied on any representation or warranty relating to the Website that is not expressly set out in the Terms, and no such representation or warranty has any effect from the date You agreed to these Terms.