Terms of Engagement
These Terms shall apply to all Services provided by Articulate to you. Any order or instructions received by Articulate from you for the supply of Services shall be deemed to incorporate these Terms and will constitute acceptance of these Terms.
1. Interpretation
1.1. Defined Terms: In these Terms unless the context otherwise requires, the following words have the following meanings:
Agreement: means any agreement between you and Articulate for the provision of Services which agreement shall comprise these Terms, registration forms and any other written agreement between you and Articulate setting out the terms of supply of the Services.
Default Interest Rate means 1.25 % per month.
GST means goods and services tax payable at the applicable rate in accordance with the Goods and Services Tax Act 1985.
Parties mean Articulate and you.
Services means the services to be provided by Articulate to you.
Terms means these terms of trade.
2. Terms
2.1. You acknowledge and agree that by requesting Articulate to provide the Services, whether by completion of any registration forms, acceptance of any quote or otherwise, you are offering to purchase those Services and agreeing to and accepting these Terms.
2.2. Services are supplied by Articulate to you only on the terms set out in these Terms and any variations specifically agreed to by Articulate in writing.
3. Prices
3.1. Prices quoted for the Services are plus GST.
4. Payment
4.1. Payment for the Services is required by the 20th of the month following provision of the Services.
4.2. If full payment for the Services is not made to Articulate by the due date for payment, Articulate may, at Articulate’s discretion require you to pay, on demand interest at the Default Interest Rate on any amount outstanding. Interest will accrue at the Default Interest Rate on a daily basis from the date when payment is due until the date when payment is actually made. You will also be liable to pay all expenses and costs (including legal costs as between solicitor and client) in connection with Articulate recovering or attempting to recover any overdue amount from you.
4.3. Articulate may, in its discretion, require payment of a deposit. Deposits are non-refundable (except where the Services have been cancelled by Articulate)
4.4. You agree that all payments made by you to Articulate may be applied by Articulate to obligations owing by you to Articulate in any manner as Articulate sees fit.
5. Cancellations
5.1. Cancellation of the Services by you must be given to Articulate in writing and, subject to clauses 5.2 and 5.3, all payments made by you to Articulate for the Services are non-refundable.
5.2. The payment made by you for the Services (less the non-refundable deposit) will be refunded if you cancel the Services two or more weeks prior to the date that the Services are to be provided.
5.3. Fifty (50) percent of the payment made by you for the Services (less the non-refundable deposit) will be refunded if you cancel the Services two working days prior to the date that the Services are to be provided or, at the discretion of Articulate, the payment may be applied by Articulate to Services to be provided to you at a later date.
6. Limitation of Liability
6.1 The maximum aggregate liability of Articulate for any claim made by you, whether as a result of a breach of the Agreement or on any other ground or terms whatsoever will not exceed an amount equivalent to the price of the Services.
6.2 If you are acquiring the Services for the purposes of a business, the Consumer Guarantees Act 1993 does not apply to the Services or the Agreement.
7. Default and Enforcement Rights
7.1. Notwithstanding anything contained in these Terms or any other written agreement between Articulate and you, if:
(a) you fail to pay any amount owing on the due date;
(b) you fail to comply with the Terms;
then Articulate shall be entitled to refuse to provide the Services to you.
8. Privacy Act 1993
8.1. Articulate will hold any personal information received from you for marketing, product development, account administration and credit purposes.
9. Intellectual Property
9.1 Articulate retains all rights its intellectual property including but not limited to, know how, copyright, patents, trademarks, and designs (“Intellectual Property”).
9.2 You agree not to use, disseminate or duplicate any of Articulate’s Intellectual Property rights.
10. General
10.1. Severance: If any clause or part of a clause of these Terms is held to be invalid or unenforceable for whatever reason, to the extent not inconsistent with that invalid clause, the remaining provisions shall remain in full force and effect.
10.2. Entire Agreement: The Agreement constitutes the entire agreement of the Parties in respect of the Services and replaces any previous agreements and understandings and will prevail over any existing or subsequent terms and conditions set out in any document, unless agreed otherwise in writing by Articulate.
10.3. Waiver: No waiver of any breach of, or failure to enforce any provision of, the Terms at any time by any party will in any way limit the right of such party thereafter to enforce and compel strict compliance with the provisions of the Terms.
10.4. Force Majeure: Articulate shall not be liable for any delay in performing its obligations due in whole or in part by force majeure which shall include (but not be limited to) an act of God, weather conditions, natural disasters, strikes, lockouts, fire, war, suit, civil commotion, or any other cause beyond the reasonable control of Articulate.
10.5. Amendment: Articulate may amend these Terms, from time to time.
10.6. Joint and Several: If you comprises more than one person, then each of them shall be jointly and severally liable for the obligations and liabilities of you under these Terms.
10.7. Errors and Omissions: Errors and omissions of a clerical nature in quotations, invoices or statements shall be subject to correction.
10.8. Legislation: a reference to any legislation or to any provision of any legislation (including regulations and orders) includes that legislation or provision as from time to time amended, re-enacted or substituted and any statutory instruments, regulations and orders issued under any such legislation or provision.
10.9. Governing Law: The Agreement shall be governed by, and construed in accordance with, the laws of New Zealand.