1. Term & Amendment Procedure
1.1 Our agreement with you will commence when you accept these terms and conditions and will continue until either of us terminates the agreement by 90 days’ written notice to the other, or in any other way these terms provide for.
1.2 We have the right to make amendments to these terms, the pricing structure applicable to the Reseller Program and the Service generally, and the terms of operation of any Service at any time by providing you with 30 days notice.
1.3 We will notify you in writing of any amendments and publish them to a page of our website www.on.net.nz/terms. Your use of the Services following the publication of a notice of amendments will be an acceptance of those amendments in respect of all Services. If you disagree with amended terms, you may terminate your agreement with us by 90 days notice in writing. You must keep yourself informed of changes to terms of supply by checking our website regularly.
1.4 Where we vary the pricing applicable to Resellers, we will give at least 14 days notice of the change, and the new pricing will take effect from the billing period immediately after the end of the notice period of that variation. If you do not accept the variation you may terminate all Services by written notice to OnNetworks within 15 days of receiving notice of the varied charge, termination to be effective 90 days after termination notice is given. If you do not give such notice, you will be held to have accepted the varied charge.
2.1 On completion and our acceptance of your Reseller Application Form, we will assign you a Reseller ID and password, which will provide you with Reseller Level access to OnView, which you must use to configure the features of your Services.
2.2 When you order Services from us and when we accept your order, we will assign you, or at your direction, your customer, with a user/logon name (“Customer ID”) and password which will provide them access to OnView and which must be used by you or your customer to configure the features of the Service.
2.3 You agree that all Services you order from OnNetworks will be supplied to you upon the terms of our standard terms and conditions. You agree that all Services currently supplied by us to you will be provided on the terms of the online terms and conditions (Shared Services), as amended from time to time.
2.4 You agree that OnNetworks’s Services do not include sale, lease or other grant of the right to possession of web servers or related equipment. All physical equipment used in delivery of the Services will remain the property of and in the possession or control of OnNetworks.
2.5 You grant to OnNetworks a non exclusive, royalty free license to use, transmit, display, adapt and reproduce all information, data, text, logos, images, audio, movie clips and/or content in any form which constitutes your customers’ web sites (“Customer Data”):
(a) in order to fulfil our obligations under this agreement; and
(b) for the purpose of providing ongoing Services directly to customers where you become insolvent, cease to operate your business, or
(c) if you fail to respond for a period of 28 days or more to reasonable attempts to contact you (where you have not given OnNetworks prior notice that you will be out of contact).
Upon termination of the customer’s agreement with OnNetworks the license will terminate. We will delete the Customer Data from our systems within 30 days after termination. You will have no claim against OnNetworks in respect of our use of the Customer Data in accordance with this license.
2.6 OnNetworks will send you email from time to time which will contain business-critical information about your Services. As this News is an essential communication, it will not contain an ‘unsubscribe’ facility. This is in conformity with the Privacy Act and Spam Act.
3. Billing & Payment
3.1 You must pay for:
(a) All charges for the Services in advance as notified to you by OnNetworks;
(b) All consumption charges for calls monthly in arrears as notified to you by OnNetworks;
(c) Additional products and product upgrades that you order, and domain name registration charges, at the rates set out in the Reseller Price List provided to you by OnNetworks and amended from time to time
(d) All Services time charges, minimum charges and other amounts incurred by you or any designated users (including your customers) or incurred as a result of any use of your password (whether authorised or not).
3.2 Members of the OnNetworks Reseller Program who have agreed to these terms and conditions will be provided with a current OnNetworks Reseller Price List and updates as they are published.
3.4 In addition you must provide and pay for:
(a) the installation and use of telephone lines and all other equipment needed to access the Services; and
(b) unless expressly stated as included in a price, all government taxes, duties and levies (if any) imposed on either you or us in respect of the Services or any other service or goods supplied.
3.4 You agree if payment is overdue we may, at its discretion;
(a) Suspend or restrict access to the Services until the full overdue amount is paid.
(b) Charge the you 15% per annum interest on the overdue amount, until the date the full overdue amount including interest is paid.
(c) Charge the you for any costs incurred by the OnNetworks in trying to recover the overdue amount.
3.5 All fees are non-refundable.
4. Suspension & Termination
4.1 You may continue to be a member of the OnNetworks Reseller Program as long as you are not in breach of these terms or the specific terms of supply applicable to any Product or Service you have contracted for. If you are in breach of either, and (where the breach can be remedied) you have not remedied the breach within seven days after our notice to you, we will have the right to suspend or terminate your participation in the Reseller Program and the provision of any or all of your accounts without notice to you or your customers.
4.2 You will remain liable for all amounts owing to OnNetworks if we suspend or terminate this agreement for any reason.
4.3 Subject to clause 5.5, you have the right to terminate your participation in the Reseller Program by giving not less than 90 days written notice to us. Doing so will not terminate your agreement for supply of Services, which can be terminated only in accordance with the terms of supply of the particular Services.
4.4 Once your participation in the Reseller Program has been terminated, from the date of such termination you will no longer be entitled to access to OnView and the prices, discounts and other benefits of the Reseller Program.
4.5 If OnNetworks terminates this agreement pursuant to clause 5.1, or if a receiver, a trustee in bankruptcy, a liquidator, an administrator or other like person is appointed to part or all of your assets or business, then OnNetworks may contact your customers without notice to you in order to ensure continued provision of Services to those customers on the basis that they contract and deal directly with OnNetworks.
5.1 In accepting these terms and conditions, you also acknowledge that you have read and accepted;
(a) Our Acceptable Use Policy (“AUP”) www.on.net.nz/terms/aup
as amended from time to time.
5.4 You must comply with any rules imposed by any third party whose content or service you access using the Service.
6. Limitation of Liability
6.1 You agree that OnNetworks shall not be liable for any indirect, incidental, special or consequential damages, or loss of profits, revenue, data or use, suffered by you or any third party, whether in an action in contract, tort or strict liability or other legal theory, even if OnNetworks (as the case may be) has been advised of the possibility of such damages.
6.2 Subject to clause 11, you further agree that the aggregate liability of OnNetworks for any damages, losses and causes of actions whether in contract or tort (including negligence or otherwise) shall not exceed the actual dollar amount paid by you for the Service which gave rise to such damages, losses and causes of actions during the 12-month period prior to the date the damage or loss occurred or the cause of action arose.
6.3 You are primarily responsible for communicating any and all issues concerning the Services and accounts to your customers. We may provide information directly to your customers in some circumstances including but not limited to the following: if you are not contactable by your customer within a reasonable period of time; if your account is locked due to non-payment; or in respect of domain names.
7. Warranties & Indemnities
7.1 You warrant that:
(a) You are an identifiable individual over the age of 18 years of age, or, a legally constituted organization;
(b) You will conduct such tests and computer virus scanning as may be necessary to ensure that any data uploaded by you to the Services does not contain any computer virus and will not in any way, corrupt the data or systems of any person;
7.2 You agree that you will indemnify us and will keep us indemnified against any loss or damage of any kind, which we may suffer (whether directly or indirectly) as a result of any:
(b) breach by you or, if you are a reseller of the Services, breach by any of your customers of the contractual or civil legal rights of others, or of any law, guideline, policy or code of conduct;
(c) claim by a third party regarding your performance or non-performance of your obligations under these terms and conditions or otherwise;
(d) claim by a third party in respect of Customer Data, howsoever arising; or
(e) if you are a reseller of the Services, claim by any of your customers against you or us in respect of any matter.
8. Assignment of Rights
You are not permitted to assign any of your rights under these terms and conditions to any other party without our prior written consent. For these purposes, an assignment will also be deemed to have occurred if there is a change in effective control of your business or company. We will reasonably determine what constitutes an “effective change in control”.
9. Reseller Obligations
9.2 You must ensure that your customers comply with the above terms and conditions. If your customers do not do so, and this results in any loss or damage being suffered by us, you agree to indemnify us for any such loss or damage.
b In order to remain in the Reseller Program, you must:
(a) maintain at least one full-paying account with OnNetworks;
(b) meet OnNetworks’s credit checking requirements; and
(c) exhibit consistent reselling of OnNetworks products and services in an ongoing manner over time. In any given six-monthly period, you must resell a minimum value of $100 of OnNetworks Products & Services.
9.4 If you cease reselling OnNetworks products and services for a period longer than six months, or fail to satisfy the requirements set out in clause 10.3, OnNetworks reserves the right to cancel your membership of the Reseller Program and the benefits associated with it.
9.5 If you have no billing customer accounts under your Reseller ID for a period longer than 12 months, OnNetworks reserves the right to cancel your membership of the Reseller Program and the benefits associated with it.
10. Privacy & Consent
10.1 You authorise us to obtain from and give to credit reporting agencies and other credit providers certain information about you so that we may manage your account with us. This information may include personal details such as your name, address, date of birth, company details and address, credit history and creditworthiness, credit standing with us and credit capacity. We reserve the right to refuse your application for, monitor ongoing usage of, or restrict your access to the Services on the basis of our assessment of credit information relating to you. You are entitled to see and correct any credit information we hold about you.
10.2 You also authorise us to exchange information about you and your account with us to our suppliers, agents and contractors, and use that information for account management and business planning.
11. Location & Access to Servers
11.1 You agree that in providing the Services we may elect in our absolute discretion to provide those Services from a server located in our data centre, which we operate, either now or in the future. We may relocate the servers used to supply the Service to you and your customers upon 14 days notice to you. We will use our reasonable endeavours to minimise downtime, however you will have no claim against OnNetworks in respect of reasonable downtime in supply of the Services caused by migration of servers between data centres.
11.2 OnNetworks’s data centre is not accessible to customers unless by prior appointment at a time suitable to OnNetworks. Visitors will be accompanied at all times by a OnNetworks employee and must comply with all directions of that employee in respect of conduct in the data centres. OnNetworks reserves the right in its absolute discretion to refuse requests to visit its data centres.
12.1 OnNetworks may transfer its rights and obligations under these Standard Terms and Conditions to any third party upon prior written notice to you.
12.2 These Terms and Conditions shall be governed by New Zealand Law and the Courts of New Zealand shall have exclusive jurisdiction to hear and determine any dispute arising in relation to this Agreement.
12.3 If a provision of these terms is illegal, void or unenforceable in any relevant jurisdiction, the legality, validity or enforceability of the remainder of these terms will not be affected and these terms will be read as if the relevant part had been deleted in that jurisdiction only.
12.4 We may pay a commission to a person who introduced you to the Service.