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Terms and Conditions

Full Terms and Conditions

1. Definitions

In these Terms and Conditions of Trade:

  • Company” means Zeta Prints Limited.
  • “Customer” or “Customers” means a person or entity making an Order for Services from the Printer.
  • “Guarantor” means any party executing a guarantee of the Printer’s Account with the Company.
  • “Order” or “Orders” means the order or orders of the Customer for Services.
  • “Printer” means you.
  • “Services” means printing services supplied by the Printer to the Customer following submission of an Order by the Customer.
  • “Template” or “Templates” means a template or templates uploaded to the Website by the Printer for use by Customers.
  • “Website” means any website operated by the Company or licensed by the Company to host the Company’s software. It will also include the Zeta Prints Website.
  • “Zeta Prints Website” means the domain www.zetaprints.com.

2. Company is an Intermediary

The Company is in the business of acting as an intermediary between the Printer and the Customer. The Printer will upload Templates to the Website that the Customer can use to submit an Order or Orders. Upon submission of an Order or Orders the Printer shall pay the Company a fee in accordance with the fees as advised to the Printer by the Company at the time the Printer first accepts these Terms and Conditions of Trade.

3. Acceptance

Any use of the Website by the Printer shall constitute acceptance of these Terms and Conditions of Trade.

4. Fees

The fees shall be those as advised to the Printer by the Company at the time the Printer first accepts these Terms and Conditions of Trade. The Company reserves the right to vary the fees by one month’s notice to the Printer.

5. Templates

5.1. The Company may remove or refuse to post any Template or other transmitted information without giving a reason or any advance notice.

5.2. The Printer agrees not to submit any Template that:

  • is illegal or offensive (including anything of a defamatory, pornographic, or racially or ethnically objectionable nature); or
  • infringes any copyright or other intellectual property rights.

5.3. In addition to the remedies that the Company may have pursuant to these Terms and Conditions, the Company may disclose the Printer’s personal information, including the Printer’s name and contact details, to relevant authorities, parties and/or the intellectual property right holders (or their representatives) if the Company considers that the Printer is in breach of this clause.

6. Orders

Orders will be placed over the Internet by Customers using HTML forms. The forms are generated from template files submitted by the Printer. Order detais are stored in the database.

7. Website Registration

7.1. The Printer acknowledges and agrees that:

  • they have and will provide true, accurate and complete information as requested by the Company’s registration system, and update such information to maintain its truth, accuracy and completeness;
  • the Company may rely on any use of the Website requiring the Printer’s user name and password as being authorised by the Printer;
  • they are contracting directly with the Customer to provide the Services and any rights and obligations pertaining to the sale of the Services shall be solely between the Printer and the Customer;
  • the Company shall not be responsible for collection of any payments due by any Customer to the Printer;
  • they will not involve, or attempt to involve, the Company in any disputes or in the resolution of any disputes that arise between the Printer and any Customer;
  • the Company may take all necessary steps to verify any information provided by the Printer.

8. Security

The Printer is responsible for keeping their login information, including their password, secret and secure. The Printer agrees:

  • not to attempt to reverse engineer or attempt to interfere with the operation of any part of the Website;
  • not to use any robot, spider, scraper or other automated means to access the Website without the Company’s express written permission. Any such permission may be revoked at any time by the Company;
  • not to take any action that imposes or may impose (in the Company’s sole discretion) an unreasonable or disproportionately large load on the Website or any other systems operated by the Company;
  • not to bypass or attempt to bypass any measures the Company may use to prevent or restrict access to any part of the Website.

9. Time of Performances

Time shall in no case be of the essence in respect of the communication of Orders by the Company to the Printer. The Company shall not be responsible for any delay in the communication of Orders.

10. Terms of Payment

(a) – Unless otherwise specified, payment of the Company’s fees shall be made by the Printer no later than 30 days after the date of any invoice.

(b) – An administration fee may be charged on all overdue amounts in addition to any other charges pursuant to this clause.

(c) – Interest will accrue on all amounts overdue at the rate of 2.5% per month and will be calculated on a day by day basis until payment is made in full.

(d) – All costs of or incurred by the Company as a result of a default by the Printer including but not limited to administration charges, debt collection costs and legal costs as between solicitor and client shall be payable by the Printer.

(e) – If the Printer defaults in any payment or commits any act of bankruptcy or any act which would render it liable to be wound up or if a resolution is passed or proceedings are filed for the winding up of the Printer or if a receiver is appointed for all or any assets of the Printer, the Company may suspend or terminate these Terms and Conditions of Trade without prejudice to any other rights it may have and payment for all Orders shall immediately become due.

(f) – The Printer shall pay the Company’s fees notwithstanding that an Order is not accepted by the Printer or that the Services are not performed by the Printer for whatever reason.

(g) – Notwithstanding clause 9, if any amounts remain outstanding the Company reserves the right to either:

  • contact the Printer’s Customers and inform them that such accounts are outstanding; and/or
  • introduce a service delay in relation to the time Orders are processed by the Website.

The Company will inform the Printer and its Customers when a service delay is introduced.

11. Payment Allocation

The Company may in its discretion allocate any payment received from the Printer towards any invoice that the Company determines and may do so at the time of receipt or at any time afterwards. On any default by the Printer the Company may re-allocate any payments previously received and allocated.

12. Errors or Omissions

Clerical errors or omissions, whether in computation or otherwise in the invoice shall be subject to correction.

13. Warranties

The Printer confirms that the Printer is using the Website for the purpose of its business and the Consumer Guarantees Act 1993 does not apply.

14. Events of Default

All payments shall become immediately due to the Company and the Company may at its option suspend or terminate these Terms and Conditions of Trade and/or exercise any of the remedies available to it under these Terms and Conditions of Trade in the event that:

  • a receiver is appointed over any of the assets or undertaking of the Printer;
  • an application for the appointment of a liquidator is filed against the Customer which remains unsatisfied for a period of 10 days, or any of the conditions necessary to render the Printer liable to have a liquidator exist, or a liquidator is appointed;
  • the Printer goes into voluntary liquidation, amalgamates with another company or acquires its own shares in accordance with the Companies Act 1993 or any similar legislation in the Printer’s country of origin;
  • the Printer suspends payments to its creditors or makes or attempts to make an arrangement or composition or scheme with its creditors; or
  • the Printer becomes insolvent within the meaning of the Insolvency Act 1967 or is, becomes, or is presumed to be unable to pay its debts as they fall due as defined in section 287 of the Companies Act 1993 or section 261 of the Companies Act 1955; or commits any act of bankruptcy;

15. Bond/Security

(a) – The Company may require that the Printer pay a bond to the Company upon acceptance, to be held by the Company until the termination of these Terms and Conditions of Trade. In the event that the Company considers that the Printer is in breach of these Terms and Conditions of Trade any losses suffered by the Company shall be deducted from the bond and any balance returned to the Printer.

(b) – Notwithstanding the above, and without prejudice to such other rights as the Company may have pursuant to these Terms and Conditions of Trade, the Company reserves the right to request from the Printer such additional security as the Company may from time to time think desirable to secure to the Company all sums due to the Company and may refuse to communicate Orders to the Printer until such security is given.

16. Liability

(a) – In relation to any Order, the Company’s liability to the Printer shall be limited to the amount of the fees charged by the Company for that Order.

(b) – The Sale of Goods Act 1908, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon the Company which cannot by law (or which can only to a limited extent by law) be excluded or modified. In respect of any such implied warranties, conditions or terms imposed on the Company the Company’s liability shall, where it is allowed, be excluded or if not able to be excluded only apply to the minimum extent required by the relevant statute.

(c) – Except as otherwise provided above, the Company shall not be liable for any loss or damage of any kind whatsoever, including consequential loss whether suffered or incurred by the Printer or another person and whether in contract or tort (including negligence) or otherwise and irrespective of whether such loss or damage arises directly or indirectly from any services provided by the Company to the Printer.

(d) – The Printer shall indemnify the Company against all claims and loss of any kind whatsoever however caused or arising and without limiting the generality of the foregoing of this clause whether caused or arising as a result of the negligence of the Company or otherwise, brought by any person in connection with any matter, act, omission, or error by the Company its agents or employees in connection with any services provided by the Company to the Printer.

(e) – The Company shall not be liable for damage or loss resulting, directly or indirectly, from any failure, delay or interruption of the Website due to a negligent act of the Company or due to any act, event or occurrence beyond the control of the Company. In no event will the Company be liable to any party for any direct, indirect, special or other consequential damages for any use of the Website, or on any other website, including, without limitation, any loss of profits, loss of data, loss of business opportunities, loss of goodwill, and consequential and incidental loss, even if the Company is expressly advised of the possibility of such damages.

17. Copyright and Intellectual Property

(a) – The Company retains all intellectual property rights, including copyright, patents, registered designs, trademarks and information relating to the Website.

(b) – The Printer acknowledges that the Company owns and has copyright in all designs, specifications, documents, websites and software produced by the Company. Without limiting the foregoing this shall include all text, graphics, logos, icons, sound recordings and any software or other material underlying and forming part of the Website.

(c) – The Printer will at all times keep the Company advised of any infringement or potential infringement by a third party of the Company’s intellectual property rights.

(d) – Certain information may be provided to the Printer. The Printer agrees not to use such information for any illegal purpose.

(e) – The Printer will indemnify and hold harmless the Company against any losses, costs, actions or liabilities suffered or incurred as a consequence of infringement or alleged infringement of the intellectual property rights of the Printer, the Customer or any third party.

18. Use of Data

(a) – The Printer grants to the Company a royalty-free non-exclusive right and licence to host, cache, route, transmit, store, copy, modify, distribute, display, re-format, excerpt and analyse all information uploaded to the Website by the Printer. The Company is not responsible for any loss, theft, intellectual property infringement or damage of any kind in relation to such information and the Company shall not be obliged to store the information nor provide copies of the information to the Printer upon request.

(b) – The Printer warrants to the Company that it holds and will continue to hold all the necessary licences, copyrights, trade marks and other rights necessary to comply with subclause 18(a) in relation to the information uploaded to the Website (including but not limited to, fonts, images, text, graphics and logos).

(c) – The parties agree that any information uploaded to the Website by the Printer is owned by the Printer.

19. Notices

(a) – The Company will communicate with the Printer by email or by posting notices on the Website. The Printer consents to receive notices from the Company electronically. The Printer will be deemed to have received a notice when the Company sends it to the Printer’s email address as advised to the Company, or when the Company posts such notices on the Website.

(b) – All notices to the Company intended to have a legal effect concerning these Terms and Conditions of Trade must be served as provided in section 152 of the Property Law Act 1952, or by facsimile, in which case notice is deemed to be given the day after sending.

20. Disclaimer

(a) – The Printer acknowledges and agrees that the use of the Website is at their sole risk.

(b) – The Company does not warrant that the Website will be uninterrupted, timely, secure, or error free, or that any information provided on the Website is error-free or reliable.

(c) – The Printer is solely responsible for ensuring that their use of the Website is free of viruses, worms, trojan horses and other software of a destructive or malicious nature.

21. Indemnity

The Printer agrees to defend, hold harmless and indemnify the Company from and against any and all losses, costs, expenses, damages or other liabilities incurred by the Company, and from and against any cost, liability, loss, damage, cause of action, claim, suit, proceeding, demand or action brought by a third party against the Company in respect of:

  • any breach of contract or other claims made by any Customer with which the Printer conducted business through the Website; or
  • any negligent or intentional wrongdoing by the Printer; or
  • any breach of clause 18 of these Terms and Conditions; or
  • the Printer’s breach of any other provision of these Terms and Conditions.

22. Privacy

(a) – The Company collects information about the Printer through its use of the Website, including:

  • registration details; and
  • information relating to the use of the Website.

(b) – The Printer acknowledges and agrees that the Company may use such information to assist with the development of the Website, for internal research purposes and to verify the Printer’s and their Customer’s identity.

23. Personal Guarantee of Directors or Trustees

If the Printer is a Company or Trust, the Director(s) or Trustee(s) signing this contract, in consideration for the Printer having access to the Website and the Company agreeing to grant credit to the Printer at their request, also sign this contract in their personal capacity and jointly and severally personally guarantee as principal debtors to the Company the payment of any and all moneys now or hereafter owed by the Printer to the Company and indemnify the Company against non-payment by the Printer. Any personal liability of a signatory hereto shall not exclude the Printer in any way whatsoever from the liabilities and obligations contained in these Terms and Conditions of Trade. The signatories and the Printer shall be jointly and severally liable under these Terms and Conditions of Trade and for payment of all sums due hereunder.

24. Assignment

(a) – The Printer shall not assign all or any of its rights or obligations under this contract without the written consent of the Company.

(b) – The Company is entitled at any time to assign to any other party all or any part of a debt which is owing to the Company.

(c) – The Company may also assign or sub-contract any of its obligations under these Terms and Conditions of Trade.

(d) – In respect of any assignment by the Company pursuant to this clause, the Assignee shall be entitled to the full rights of the Company.

25. Disputes

(a) – In the event of any dispute arising between the Company and the Printer, such dispute shall in the first instance be referred to mediation for resolution, such resolution to be held in Wellington, New Zealand.

(b) – In the event that resolution by mediation is not achieved to the satisfaction of both parties within 30 days of referral to mediation, either party may then take legal action to resolve the dispute.

(c) – Nothing in this clause prevents the Company from taking legal action to enforce payment of any debt due, nor where required to seek interlocutory or injunctive relief.

26. Validity

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

27. General

(a) – The Company may at any time refuse to communicate an Order to the Printer for any reason whatsoever.

(b) – The existence of an account with the Company does not automatically entitle the Printer to credit in the future.

(c) – Failure by the Company to enforce any of the terms and conditions contained in these Terms and Conditions of Trade shall not be deemed to be a waiver of any of the rights or obligations the Company has under these Terms and Conditions of Trade.

(d) – The Company may from time to time by written notice to the Printer amend, add to or repeal the trading conditions covered by this Agreement or may substitute any fresh trading conditions and such amendment, addition or substitute trading conditions shall be binding on the Printer fourteen days after the date of delivery of the notice.

28. Force Majeure

Neither the Company nor the Printer will be liable to the other for any breach of this Agreement by any extraordinary occurrences which are beyond the reasonable control of the party in question.

29. Entire Agreement

These Terms and Conditions of Trade constitute the entire agreement and supersede and extinguish all prior agreements and understandings between the Company and the Printer.

30. Other Agreements

If there is inconsistency between these Terms and Conditions of Trade and any other arrangement between the Company and Printer, these Terms and Conditions of Trade prevail unless otherwise agreed in writing by the parties.

31. Governing Law

These Terms and Conditions of Trade will be interpreted in accordance with and governed by the laws of New Zealand and the New Zealand Courts will have exclusive jurisdiction over any dispute in relation to the Services.