Terms of Trade
for Crusoe Communications Ltd
In these conditions unless the context otherwise requires:
- Company means Crusoe Communications Ltd known as Crucom.
- Buyer means the person, or company buying the goods from the Company.
- Products and/or services mean the products and/or services being purchased by the Buyer from the Company.
- Contract means the contract between the Company and the Buyer for the purchase of the goods.
- Date of the contract means where the contract arises from a quotation given by the Company, i) the date of acceptance of the order by the Company; or ii) Where the contract arises from a quotation given by the Company, the date upon written notification of acceptance of the quotation is received by the Company.
- Contract price means the price of goods as agreed between the Buyer and the Company.
- Person includes a corporation, association, firm, company, partnership or individual. Quotation shall mean price on offer for a fixed term. Manager is the companies appointed decision maker.
- PPSA means the Personal Property Securities Act 1999.
The Buyer may request a Quotation from the Company setting out the price and quantity of the Goods to be supplied. If the Quotation is acceptable to the Buyer, the Buyer may place an order within an acceptable timeframe.
If any instruction is received by the Company from the Buyer for the supply of products and/or services, it shall constitute acceptance of the terms and conditions contained herein. Upon acceptance of these terms and conditions by the Buyer, the terms and conditions are definitive and binding.
4. Terms and Conditions
These terms and conditions and any subsequent terms and conditions issued by the Company shall apply to all orders for the goods and the services made by the Buyer after the date and time at which these conditions are first delivered or sent by email or facsimile to, or otherwise brought to the notice of, any employee, staff member or representative of the Buyer. It shall be the Buyer’s responsibility to ensure that these conditions are promptly brought to the attention of the appropriate staff of the Buyer, and accordingly any order made by the Buyer after the date and time described above in this clause shall be deemed to be an acceptance of these conditions.
- The Price shall be as indicated on invoices provided by the Company to the Buyer in respect of products and/ or services supplied; or
- The Price shall be the Price of the Company’s current Price at the date of delivery of any goods.
- Time for payment for the products and/or services shall be of the essence and will be stated on the invoice, quotation, tender documents, work authorisation form or any other work commencement forms. If no time is stated then payment shall be due seven (7) days following the date of invoice.
- The Buyer agrees that the cost Price shall be determined by the Company, and shall take into consideration “one-off” costs such as design and production.
- At the Company’s sole discretion a deposit may be required, quotes over $500 require a 50% deposit to be made.
- At the Company’s sole discretion payment shall be due before delivery of the Goods.
- The Company reserves the right to implement a surcharge for alterations to specifications of products after the order has been placed.
- GST and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price.
6 Payment, Late Payment, Default of Payment and Consequences of Default of Payment
- The method of payment will be made by cash, or by cheque, or by bank cheque, or by direct credit, or by any other method as agreed to between the Buyer and the Company.
- In the event of a dispute regarding payment or amount please notify the Company within 7 days of receipt of the invoice, so we can attempt in good faith to resolve any dispute or claim arising. The Buyer must pay the portion of the tax invoice that is not in dispute. The Buyer may withhold payment of the disputed portion until the dispute is resolved.
- Late payment shall incur interest at the rate of 20% per annum calculated on a daily basis. This shall be payable on any monies outstanding under the Contract from the date payment was due until the date payment is received by the Company, but without prejudice to the Company’s other rights or remedies in respect of the Buyer’s default in failing to make payment on the due date.
- Without prejudice to any other remedies the Company may have, if at any time the Buyer is in breach of any obligation (including those relating to payment), the Company may suspend or terminate the supply of Goods to the Buyer and any of its other obligations under the terms and conditions. The Company will not be liable to the Buyer for any loss or damage the Buyer suffers because the Company exercised its rights under this clause.
- If any payment remains overdue the Company reserves the right to restrict service to the Buyer until payment is paid in full.
- If any payment remains overdue after (30) days then an amount of the greater of $20.00 or 10% of the amount overdue (up to a maximum of $200) shall be levied for administration fees which sum shall become immediately due and payable per month outstanding.
- In the event that:
- any money payable to the Company becomes overdue, or in the Company’s opinion the Buyer will be unable to meet its payments as they fall due; or
- the Buyer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
- a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Buyer or any asset of the Buyer; then without prejudice to the Company’s other remedies at law
- the Company shall be entitled to cancel all or any part of any order of the Buyer that remains unperformed in addition to, and without prejudice to any other remedies; and all amounts owing to the Company shall, whether or not due for payment, immediately become payable.
- The Contract constitutes a security interest in the goods supplied by the Company to the Buyer for the purposes of the PPSA as security for payment by the Buyer of all amounts due under the Contract, including any future amounts.
- The Buyer agrees to promptly execute and deliver to the Company all assignments, transfers and other agreements and documents and do anything else which the Company may deem appropriate to perfect the Company’s security interest over the Buyer, or obtain the priority required by the Company or register (and renew registration) a financing statement for a security interest in favour of the Company.
- To the extent that Part 9 of the PPSA applies, the Buyer agrees that the provisions of sections 114(1)(a), 120, 122, 133 and 134 of the PPSA which are for the Buyer’s benefit, or place any obligations on the Company in the Buyer’s favour, will not apply; and where the Company has rights in addition to those in Part 9 of the PPSA, those rights will continue to apply.
- To the extent that Part 9 of the PPSA applies, without limiting anything in the previous paragraph, the Buyer hereby waives its rights under sections 116, 120(2), 121, 125, 126, 127, 129 and 131 of the PPSA, and its rights to receive a copy of a verification statement under section 148 of the PPSA in respect of any financing statement or financing change statement registered by the Company.
- The Buyer agrees to treat the security interest in the goods as a continuing and subsisting security with priority over a registered general security interest and any unsecured creditors, regardless of whether the goods have become fixtures at any time before payment has been made for them.
8 Delivery and Risk
The Company will make every effort to ensure delivery of Goods, or performance of Services, is on time but will not be liable to you for any loss or damage arising in any way from any delay in delivery or performance.
The Buyer is responsible for insurance and risk in the Goods and Services from the time they are provisioned to you by the Company.
9 Governing laws
These Terms of Trade will be interpreted in accordance with applicable government legislation, which will have exclusive legal jurisdiction over any dispute in relation to the products and/or services or these Terms of Trade.
10 Dispute resolution
The Company will endeavour to resolve any dispute between the Buyer and itself without the need for Court proceedings. Any such attempt is without legal prejudice.
11 Reservation of title
Ownership and title of the goods remains with The Company until the purchased price and all other monies owing by the Buyer, under the contract or any other contract to The Company, have been paid in full.
Goods and Services are subject to Manufacturer’s warranties only, unless the Buyer is notified in writing. The Buyer cannot claim warranty service if the Company’s account is overdue. Unless notified in writing, the Buyer is not entitled to onward sell or represent the Goods and Services provided under this Agreement.
No claim shall be accepted under such warranty if any attempt to repair the defective goods is made by any person not authorised by the Company, or if the defective goods have been modified or incorrectly stored, maintained or used. If the Company elects to repair or replace any defective goods, such work shall be undertaken at such place as the Company may reasonably specify and the Buyer shall be responsible at its cost and risk for shipment of the defective goods to the place specified.
The Company shall not be liable for any loss of any kind whatsoever suffered by the Buyer as a result of any breach of any of the Company’s obligations under the contract, including any cancellation of the contract or any negligence on the part of the Company, its servants, agents or contractors, nor shall the Company be liable for any loss, damage or injury caused to the Buyer’s servants, agents, contractors, buyers, visitors, tenants, trespassers or other persons. The Buyer shall indemnify the Company against any claim by any such person.
14 General Conditions
The Company reserves the right to change these terms of trade from time to time.
If any provision of these terms of trade is held to be invalid or unenforceable for any reason, the remaining provisions shall remain in full force and effect and the parties shall adjust their respective rights and obligations in accordance with the spirit and intent of the parties as shown by these terms of trade.
The Company and the Suppliers will keep all Buyer Data private and confidential.
17 Buyer Information and Guarantee
The Buyer warrants that the information supplied to the Company is true and correct and the Buyer acknowledges that the Company will rely upon the correctness of the representations and information the Buyer has provided. The Buyer further undertakes to inform the Company of any changes to the information.
18 Intellectual Property
Where the Company has designed, drawn or written Goods for the Buyer, then the copyright in those designs and drawings shall remain vested in the Company, and shall only be used by the Buyer at the Company’s discretion.
The Buyer warrants that all designs or instructions to the Company will not cause the Company to infringe any patent, registered design or trademark in the execution of the Buyer’s order.
19 Consumer Guarantee Act 1993
If the Buyer is acquiring or holding itself out as acquiring Goods and Services under this Agreement for business purposes then the Consumer Guarantee Act 1993 will not apply.
20 These terms and conditions apply along with other products terms and conditions below,
Broadband (Internet) - Terms and Conditions
These Terms apply together with Crucom Standard Terms and Conditions.
VDSL/UFB Business Terms
“we”, “our”, or “us” refers to Crusoe Communications Ltd (Crucom), and “you” or “your” refers to the Customer.
“Service”, “Services”, “Product”, or “Products” shall refer to all goods and services of any kind that we provide to you as specified in a Service Agreement.
“Service Agreement” means the VDSL/UFB Service Agreement which is not confirmed by us until we accept and confirm your order and verify that the requested Service and installation method is available.
“Commencement Date”, unless otherwise specified, means the date on which we notify you that the Service is available.
“Terms” means these VDSL/UFB Business Terms.
- Our Charges
The cost (“Charges”) for each Product or Service shall be outlined in a Service
Agreement and shall begin from the Commencement Date, regardless of when they begin to be used. You are liable for all Charges regardless of who uses the Product or
If Services are provided for a specific term and that term has ended, then we will continue to charge you on a month to month basis for that Service unless we agree to a new term. You shall remain liable for those Charges and these Terms shall continue to apply.
- Billing & Resale
We will send you an invoice for the charges monthly, which you will pay without deduction
(other than validly disputed amounts) within 7 days of the invoice date
(“the Due Date”). Unless agreed otherwise, fixed charges are payable in advance, and other charges are payable in arrears. Part payment of any invoice will not amount to full and final settlement and the remainder of your invoice will remain due on the Due Date. Unless we explicitly agree in writing, you are not permitted to resell any Product or Service and you affirm that you are the end user.
- Disputed Accounts
You agree that unless you dispute a Charge prior to the Due Date, then you accept that Charge as valid and agree to pay it in full and without deduction. If you dispute a Charge, you must notify us immediately and without delay. We will investigate the dispute, and while we are doing this you do not need to pay the disputed amount, but are required to pay any amount due that is not disputed. If we agree with your assessment, we will issue an amended invoice without delay. If we do not agree with your assessment and you still dispute the account, then you agree to submit the dispute for final and binding resolution to a mediator appointed by the Chair of
LEADR New Zealand Inc in accordance with their standard mediation agreement.
- Overdue Accounts
If you do not pay an invoice by the Due Date, we may charge you interest at 15% per annum on the unpaid amount from the Due Date until the date you pay it. Interest shall be calculated and compounded daily. You must also pay any costs that are incurred by us or our agents in recovering the money that you owe us.
We reserve the right to suspend or restrict any Service that we provide for you until payment is made in full, and you will continue to remain liable for all Charges.
This section does not apply to the portion of any invoice that is validly disputed.
- Consumer Guarantees Act
Our Product(s) and Service(s) are provided for business purposes and you acknowledge and agree that the Consumer Guarantees Act 1993 does not apply.
- Subcontract & Assignment
We may, at our sole discretion, subcontract any or all of our obligations under this or any other Agreement you have with us without your consent, provided that we will remain ultimately responsible to you for carrying out those obligations.
You may not assign or have someone else perform your side of any agreement with us without our prior written consent. We may assign or have someone else perform our side of any agreement we have with you.
- Changes to these Terms
We may change these Terms from time to time, and will provide you no less than 30 days written notice when we do so. We may further change any Service Agreement, provided that we are providing the same or equivalent Products or Services for the same or lower cost. If any change to our Terms or Service Agreement is seriously detrimental to you, then you may elect to terminate the affected Service without penalty or fee.
- Confidential Information
All Product & Service information and pricing that is not on our website is to be treated as confidential and shall not be disclosed to any other party unless we agree to this in writing. You must also not disclose any commercially sensitive information that you receive from us, unless we agree to this in writing.
We require 60 days written notice for the termination of any Service. If that Service is being provided to you for a specific term and you cancel within that term, then you must also pay us a penalty fee of 50% of the total monthly Charges remaining in your term, unless explicitly stated otherwise in the Service Agreement.
Either party may terminate any or all Services immediately and without penalty if the other party:
- materially breaches these Terms; or
- (or its directors/principals) goes into liquidation, bankruptcy, or receivership; or
- has a receiver or statutory manager appointed over any or all of its assets; or
- is removed from the Companies Register, is dissolved, or dies; or
- commits an act of fraud, theft, or dishonesty that impacts the other party.
If we require consent from owners of any site for access in order to supply you with a particular Service and the owners of that site withdraw such consent or request us to remove our equipment, then we may terminate the Service provided to you by written notice with effect of the date on which access to the site will be unavailable to us. You acknowledge and accept that we will not be liable to you in any way for failure to supply any Service where we terminate such Service under this provision.
Termination due to breach of these Terms will not affect other rights and remedies.
If Services are terminated due to breach, then you agree to pay us any monies owing
(including any applicable penalty fee of 50% of the total monthly Charges remaining in your term, unless explicitly stated otherwise in the Service Agreement) and immediately return any equipment owned by us or provide us access to retrieve our equipment.
- Our Equipment & Access
We will supply and install any equipment needed to provide the Services, unless agreed otherwise. Acquiring our Products or Services does not give you any proprietary rights to any part of our network or equipment.
You agree to provide a safe and secure operating environment for our equipment; follow our directions when connecting anything to our network or equipment; not damage or interfere with our equipment; and notify us as soon as reasonably practicable if there is any failure of or damage to our equipment.
You agree to pay for any damage or loss to our equipment caused by any reason other than normal wear and tear.
You agree to provide us access to any premises where our equipment is located or due to be located for the purposes of installing, maintaining, replacing, or retrieving that equipment. We will endeavour to provide at least 24 hours’ notice of requiring access to your premises.
- Invalidity and Severance
If any provision of these Terms is unlawful and/or unenforceable, then it will be severed from the rest of these Terms which shall remain in force. Each provision of these Terms is separately binding.
- These Terms
These Terms supersede all prior Terms.
The termination of Services with us does not affect any rights and responsibilities that are intended to continue or come into force after such termination.
- No Partnership & No Third Party Rights
Nothing in these Terms is deemed to constitute either party as partners, agents, or legal representatives of the other.
Neither you nor we intend to create rights in or grant remedies to any third party as a beneficiary of these Terms or any Agreement with you, and these Terms or any
Agreement with you shall be for the sole and exclusive benefit of you and us.
- Pricing excludes GST
Unless explicitly stated otherwise, all pricing quoted to you by us excludes New
Zealand Goods and Services Tax of 15%.
- New Zealand Law
All Products and Services are provided to you under New Zealand law. You may take action against us only in a New Zealand court or tribunal with the appropriate jurisdiction.
We shall not be liable for any loss of any kind whatsoever suffered by the customer as a result of any breach of any of our Company’s obligations under the contract, including any cancellation of the contract or any negligence on the part of the Company, its servants, agents or contractors, nor shall the Company be liable for any loss, damage or injury caused to the Buyer’s servants, agents, contractors, buyers, visitors, tenants, trespassers or other persons. The Buyer shall indemnify the Company against any claim by any such person.
- Computer Viruses
For the purposes of this clause, a “virus” is a computer program or a code or portion of a computer program which is intentionally created and programmed to cause damage to, corrupt, hinder, crash, tie up or otherwise create negative effects on a computer system. Crucom shall not be responsible for any incidental, consequential or special damages, whether foreseen or foreseeable, or whether they have been informed of the possibility thereof and take no actions to prevent the same.
- Network Abuse
Network Abuse is strictly prohibited. Crucom may terminate, alter or suspend Service immediately and may charge for any remedial or other work required as a result of any Network Abuse at our sole discretion.
- You and any/all of their associates using our Services are responsible for their actions and activities.
- It is your responsibility to maintain the security of personal information, including any credit card details.
- You are responsible for any content viewed or obtained using our Services and for content viewed by others using the Customer’s account or connection. Crucom do not accept responsibility for filtering content deemed objectionable.
The Customer agrees they will not:
Undertake any unlawful purpose. This includes, but is not limited to, posting, storing, transmitting or disseminating information, data or material which is libelous, objectionable obscene, unlawful, threatening, defamatory, or which infringes the intellectual property rights of any person or entity, or which in any way constitutes or encourages conduct that would constitute a criminal offence.
Prices are based on setting up an Automatic Payment that pays with the first 7 days of each calendar month and are paid in advance as per the Terms and Conditions. We require 60 days written notice to cancel any agreement.
Hosted Email - Terms and Conditions
Hosted Email By using our Services, you are agreeing to these terms. Please read them carefully.
Using our Services
You must follow any policies made available to you within the Services.
Don’t misuse our Services. For example, don’t interfere with our Services or try to access them using a method other than the interface and the instructions that we provide. You may use our Services only as permitted by law, including applicable export and re-export control laws and regulations. We may suspend or stop providing our Services to you if you do not comply with our terms or policies or if we are investigating suspected misconduct.
Your Content in our Services
Some of our Services allow you to upload, submit, store, send or receive content. You retain ownership of any intellectual property rights that you hold in that content. In short, what belongs to you stays yours.
Our Warranties and Disclaimers
We provide our Services using a commercially reasonable level of skill and care and we hope that you will enjoy using them. But there are certain things that we don’t promise about our Services.
Other than as expressly set out in these terms or additional terms, neither Madcat IT nor its suppliers or distributors make any specific promises about the Services. For example, we don’t make any commitments about the content within the Services, the specific functions of the Services, or their reliability, availability, or ability to meet your needs. We provide the Services “as is”.
Liability for our Services
When permitted by law, Madcat IT, and Madcat IT’s suppliers and distributors, will not be responsible for lost profits, revenues, or data, financial losses or indirect, special, consequential, exemplary, or punitive damages.
To the extent permitted by law, the total liability of Madcat IT, and its suppliers and distributors, for any claims under these terms, including for any implied warranties, is limited to the amount you paid us to use the Services (or, if we choose, to supplying you the Services again).
In all cases, Madcat IT, and its suppliers and distributors, will not be liable for any loss or damage.
Backup - Disclaimer
At Crucom (Crusoe Communications Ltd), we endeavour to provide the highest quality service and support for our clients. We therefore strongly recommend regular back up of data, including local backup, and trusted cloud based back up service.
Crucom will endeavour to ensure backups are configured correctly, scheduled and monitored; however, as per industry standard, we cannot take responsibility or accountability for data integrity, backed up or retrieval of data. To ensure data integrity we strongly recommend checks and regular Test Restorations of data backups are completed.