Terms and Conditions

Last updated 05/01/2021

1.      INTRODUCTION

1.1.   Omnichannel Consultants Limited (we, us, our)complies with the New Zealand Privacy Act 2020 (the Act) when dealing with personal information.  Personal information is information about an identifiable individual (a natural person).This policy sets out how we will collect, use, disclose and protect your personal information. This policy does not limit or exclude any of your rights under the Act.  If you wish to seek further information on the Act, see www.privacy.org.nz.

2.      CHANGES TO THIS POLICY

2.1.   We may change this policy by uploading a revised policy onto the website.  The change will apply from the date that we upload the revised policy.

2.2.   This policy was last updated on 11/01/2021.

3.      WHO DO WE COLLECT YOUR PERSONAL INFORMATION FROM

3.1.   We collect personal information about you from:

           3.1.1. you, when you provide that personal information to us, including via the website and any related service, through any registration or subscription process, through any contact with us (e.g. telephone call or email), or when you buy or use our services and products

           3.1.2. third parties where you have authorised this or the information is publicly available.  

           3.1.3. If possible, we will collect personal information from you directly.

4.      HOW WE USE YOUR PERSONAL INFORMATION

4.1.   We will use your personal information:

           4.1.1. to verify your identity

           4.1.2. to provide services and products to you

           4.1.3. to market our services and products to you, including contacting you electronically (e.g. by text or email for this purpose)

           4.1.4. to improve the services and products that we provide to you

           4.1.5. to undertake credit checks of you (if necessary)

           4.1.6. to bill you and to collect money that you owe us, including authorising and processing credit card transactions

           4.1.7. to respond to communications from you, including a complaint

           4.1.8. to conduct research and statistical analysis (on an anonymised basis)

           4.1.9. to protect and/or enforce our legal rights and interests, including defending any claim

           4.1.10.   for any other purpose authorised by you or the Act.

5.      DISCLOSING YOUR PERSONAL INFORMATION

5.1.   We may disclose your personal information to:  

          5.1.1. another company within our group

          5.1.2. any business that supports our services and products, including any person that hosts or maintains any underlying IT system or data centre that we use to provide the website or other services and products

          5.1.3. a credit reference agency for the purpose of credit checking you

          5.1.4. other third parties (for anonymised statistical information)

          5.1.5. a person who can require us to supply your personal information (e.g. a regulatory authority)

          5.1.6. any other person authorised by the Act or another law (e.g. a law enforcement agency)

          5.1.7. any other person authorised by you.

5.2.   A business that supports our services and products may be located outside New Zealand. This may mean your personal information is held and processed outside New Zealand.

6.      PROTECTING YOUR PERSONAL INFORMATION

6.1.   We will take reasonable steps to keep your personal information safe from loss, unauthorised activity, or other misuse.

7.      ACCESSING AND CORRECTING YOUR PERSONAL INFORMATION

7.1.   Subject to certain grounds for refusal set out in the Act, you have the right to access your readily retrievable personal information that we hold and to request a correction to your personal information.  Before you exercise this right, we will need evidence to confirm that you are the individual to whom the personal information relates.

7.2.   In respect of a request for correction, if we think the correction is reasonable and we are reasonably able to change the personal information, we will make the correction.  If we do not make the correction, we will take reasonable steps to note on the personal information that you requested the correction.

7.3.   If you want to exercise either of the above rights, email us at hello@omnichannel.nz. Your email should provide evidence of who you are and set out the details of your request (e.g. the personal information, or the correction, that you are requesting).

7.4.   We may charge you our reasonable costs of providing to you copies of your personal information or correcting that information.

8.      INTERNET USE

8.1.   While we take reasonable steps to maintain secure internet connections, if you provide us with personal information over the internet, the provision of that information is at your own risk.

8.2.   If you follow a link on our website to another site, the owner of that site will have its own privacy policy relating to your personal information.  We suggest you review that site’s privacy policy before you provide personal information.

9.      COOKIES

9.1.   We use cookies (an alphanumeric identifier that we transfer to your computer’s hard drive so that we can recognise your browser) to monitor your use of the website and interaction with our media(i.e. newsletters).  You may disable cookies by changing the settings on your browser, although this may mean that you cannot use all of the features of the website.

10.  CONTACTING US

10.1.                    If you have any questions about this privacy policy, our privacy practices, or if you would like to request access to, or correction of, your personal information, you can contact us at hello@omnichannel.nz

Last Updated 05/01/2021

1.      PROVISION OF SERVICES

1.1.   Omnichannel Consultants Limited (Omnichannel) offers several different services which the Client may wish to engage Omnichannel to perform (Services).

1.2.   The parties will agree on a statement of work (Statement of Work) detailing the Services that the Client has engaged Omnichannel to perform. Omnichannel shall perform the Services in accordance with the Statement of Work and these general terms and conditions (General Terms), and the Client shall pay Omnichannel the fees in accordance with the Statement of Work (Fees).

1.3.   In addition to the General Terms, the following specific terms (Specific Terms) shall apply:

          1.3.1. Promotional Terms as shown on www.omnichannel.nz/terms

          1.3.2. Product Terms as shown on www.omnichannel.nz/terms

1.4.   In the event of a conflict, the Statement of Work shall prevail over the Specific Terms, and the Specific Terms shall prevail over the General Terms.

1.5.   A Statement of Work may be completed in the form provided in this agreement, or in any other written format (for example, via an email exchange between parties).

1.6.   Notwithstanding clauses 1.2 and 1.3, the General Terms and relevant Specific Terms will continue to apply for all Services provided by Omnichannel to the Client, even if the parties fail to complete a Statement of Work.

1.7.   Every time the Client uses Omnichannel Services it is deemed to reconfirmation of the Client’s agreement to the General Terms and the relevant Specific Terms.

2.      FEES AND PAYMENT

2.1.   The Client will pay all Fees invoiced by Omnichannel within 7 days following the receipt of invoice.

2.2.   The Fees may be reviewed and amended by Omnichannel as notified to the Client from time to time.

2.3.   If the Client fails to pay any amount due under this agreement, Omnichannel may without prejudice to its other rights require the Client to pay interest on the amount due from the due date until the date of payment, at a rate equal to 5% above the current overdraft rate (currently 7.50% p.a.) that Omnichannel has with its principal banker (in addition to the Client remaining liable for the full amount outstanding).

2.4.   Any expenses, disbursements and legal costs incurred by Omnichannel in the enforcement of any rights contained in this contract shall be paid by the Client, including any reasonable solicitors’ fees or debt collection agency fees.

2.5.   All sums payable by the Client shall be made in full without set-off or counterclaim and, except to the extent required by law, free and clear of any deduction on account of tax or otherwise. A dispute, mediation, or arbitration, between Omnichannel and the Client, does not entitle the Client to set off against, or withhold payment of, any money owed to Omnichannel.

2.6.   Unless specifically stated to the contrary in the Specific Terms or Statement of Work, the Services shall be performed on a Time and Materials Basis. The Client bears the risk of cost overruns and delays on work performed on a Time and Materials Basis.

2.7.   In respect of Services performed by Omnichannel on a time and materials basis, Omnichannel shall report monthly to the Client the time charged and expenses incurred. Such reports are not in substitution for invoices.

2.8.   All Fees noted in this agreement are GST exclusive unless stated otherwise, and are in New Zealand Dollars.

2.9.   If more than one person or entity is listed as the Client, each person or entity is jointly and severally liable for payment of all Fees and other charges.

3.      LIABILITY & LIMITATION

3.1.   Omnichannel would also like all clients to be aware that circumstances can change at short notice that are beyond the control of Omnichannel, such as changes in governmental legislation and policy. To the maximum extent permitted by law, any and all liability and responsibility of Omnichannel to you or any other person under this agreement is excluded regardless of whether such liability arises in contract, tort (including negligence), equity, breach of statutory duty or otherwise. Omnichannel's liability and responsibility is excluded in respect of any and all loss or damage, whether direct or indirect, including, without limitation, loss of profits, loss of data, loss of business or anticipated savings, general and special damages, and consequential and incidental loss.

3.2.   Omnichannel shall not have any liability or responsibility to the Client for any loss which does not flow directly or naturally (i.e. in the ordinary course of things) from a breach of this agreement including, in each case consequential loss of business or profits or other loss. Omnichannel shall only be liable for losses (excluding loss of business or profits) which flow directly or naturally from a breach of this agreement up to a maximum of the amount paid by the Client for the Services for the six-week period preceding the date of the event giving rise to the claim under this agreement.

3.3.   Without limiting clause 3.1 in any way, under no circumstances shall Omnichannel be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.

4.      INTELLECTUAL PROPERTY

4.1.   Intellectual Property means all intellectual property and proprietary rights (whether registered or unregistered) owned by Omnichannel prior to performance of the Services, developed by Omnichannel in performance of the Services or developed by Omnichannel outside of, or after, performance of the Services, and without limitation includes business names, trade or service marks, any right to have information (including confidential information)kept confidential, patents, patent applications, drawings, discoveries, inventions, improvements, trade secrets, technical data, formulae, databases, know-how, logos, designs, design rights, copyright, manuals, protocols, procedures, manuscripts or documentary records, whether in print form or electronically and similar industrial or intellectual property rights.

4.2.   All Omnichannel Intellectual Property will remain the property of Omnichannel.

4.3.   Omnichannel grants to the Client a world-wide, nonexclusive, royalty free licence to use Omnichannel Intellectual Property for the purpose agreed to between the Client and Omnichannel to the extent that it is needed for the enjoyment and benefit of the Services.

4.4.   If this agreement is suspended or terminated by either party the Client shall cease to use the Supplier’s Intellectual Property.

4.5.   Omnichannel agrees to keep confidential all information relating to the Client or any client of the Client, which is at any time made available to Omnichannel, unless otherwise permitted by the Client to be used in Omnichannel portfolio’s and marketing.

5.      SUSPENSION AND TERMINATION

5.1.   Omnichannel may suspend its obligation to supply the Services if a dispute is raised in accordance with clause 7, until that dispute has been resolved, or if Omnichannel has notified the Client that the Client breached this agreement, and the Client has failed to remedy that breach.

5.2.   Either Omnichannel or the Client may terminate this agreement by providing written notice of not less than 3 months to the other.

5.3.   Either party may terminate this agreement immediately by notice in writing, upon:

          (a) the other party committing any breach of this agreement that is incapable of remedy;

          (b) the other party failing to remedy any breach of this agreement that is capable of remedy within 30 days of notice of that breach having been given by the non-defaulting party to the other party; and

          (c) the commencement of liquidation or the insolvency of the other party (except for the purposes of solvent amalgamation or reconstruction) or upon the appointment of a receiver, statutory manager or trustee of the other party’s property.

6.      FORCE MAJEURE

6.1.   Either party may suspend its obligations to perform this agreement if it is unable to perform as a direct result of a war, riot, strike, natural or man-made disaster or other circumstance of a similar nature (Force Majeure Event). Any such suspension of performance must be limited to the period during which the Force Majeure Event continues.

6.2.   Where a party’s obligations have been suspended pursuant to clause 6.1 for a period of 30 days or more, the other party may immediately terminate this agreement by giving notice in writing to the other party.

7.      DISPUTE RESOLUTION

7.1.   Where any dispute arises between the parties concerning this agreement or the circumstances, representations, or conduct giving rise to the agreement, no party may commence any court or arbitration proceedings relating to the dispute unless that party has complied with the procedures set out in this clause 7.

7.2.   The party initiating the dispute (the first party) must provide written notice of the dispute to the other party (the other party) and nominate in that notice the first party’s representative for the negotiations. The other party must within seven days of receipt of the notice give written notice to the first party, naming its representative for the negotiations. Each representative nominated shall have authority to settle or resolve the dispute.

7.3.   If the parties are unable to resolve the dispute by discussion and negotiation within 14 days of receipt of the written notice from the first party, then the parties must immediately refer the dispute to mediation.

7.4.   The mediation must be conducted in terms of the LEADR New Zealand Inc Standard Mediation agreement. The mediation must be conducted by a mediator at a fee agreed by the parties. Failing agreement between the parties, the mediator shall be selected and his or her fee determined by the Chair for the time being of LEADR New Zealand Inc.

8.      GENERAL

8.1.   The Client shall not assign its rights under this agreement.

8.2.   This agreement constitutes the complete and exclusive statement of the agreement between the parties, superseding all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject matter of this agreement.

8.3.   No amendment to this agreement will be effective unless it is in writing and signed by both parties.

8.4.   No exercise or failure to exercise or delay in exercising any right or remedy by a party shall constitute a waiver by that party of that or any other right or remedy available to it.

8.5.   Any provision of this agreement that is illegal, invalid or unenforceable will be severed to the extent that it is illegal, invalid or unenforceable, with the remainder of the agreement continuing in full force.

8.6.   The agreements, obligations and warranties contained in this agreement shall not merge on completion of the transactions contemplated by it but shall remain in full force until satisfied.

8.7.   Services provided to all business Clients or for commercial purposes are expressly excluded from all provisions under Consumer Guarantees Act 1993.

8.8.   This agreement may be executed in two or more counterparts, all of which together will be deemed to constitute one and the same agreement.

8.9.   This agreement shall be governed by New Zealand law, and the parties submit to the non-exclusive jurisdiction of the courts of New Zealand.

8.10.  “We” and “us” both refer to Omnichannel. “You” and “your” both refer to the Client.

9.      WARRANTY

9.1.   Where the Client is a company, the person(s)signing this agreement on behalf of the Client personally warrant(s) that:

           (a) That person or those persons have the power to enter into, and have properly signed this agreement in accordance with the terms of the Companies Act 1993 and/or the Client’s constitution;

           (b) The Client will perform its obligations under this agreement.

10.  CONFIDENTIAL INFORMATION

10.1.                    Omnichannel will hold all information provided by the Client in strict confidence, and will not divulge any such information except where required for directly performing the Services, permitted to do so by law, or where the Client expressly or impliedly authorises such disclosure.

11.  PRIVACY & DATA

11.1.                    Omnichannel complies with the New Zealand Privacy Act 2020 (the Act) when dealing with personal information.  Our Privacy Policy is published on www.omnichannel.nz/terms and sets out how we will collect, use, disclose and protect your personal information.  This policy does not limit or exclude any of your rights under the Act.  If you wish to seek further information on the Act, see www.privacy.org.nz.

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