Hivemind Terms and Conditions
Summary
In summary, this contract outlines that:
· We will provide quality product, and you will take care of it.
· Initial payment immediately and after that monthly invoices on 20-day terms.
· We’ll keep your data confidential but can use it in anonymous statistical form.
· You must tell us if you change your invoicing or email address.
· Warranty or lease returns to be organized via our support team.
· Lease terms, if applicable, including loss and damage terms.
· Limits on liability between you and us.
· Details re term of contract, account suspension, and disconnection.
· You can get support or resolve disputes via our support team at hivemind.co.nz/contact
The above summary is to give you an introduction to the contract structure. It is not part of the contract.
As a customer of Hivemind these Terms and Conditions form the
basis of Hivemind’s contract with you. In
this contract we use the terms "Hivemind", "we",
"our", and "us" to refer to Hivemind Limited,
"you" and "your" to refer to the Customer, “products” or
“goods” to refer to equipment supplied by Hivemind, “data” to refer to any information
generated or collected under this contract, and "services" to
refer to any or all satellite, mobile, internet, support, lease or other
services we provide to you under this contract.
By agreeing to these Terms and Conditions you authorize
Hivemind Limited to supply the products and services indicated in your Hivemind
order form subject to these Terms and Conditions. You have read and agree to
these Terms and Conditions. You have read and understand the charges applicable
to these products and services and the term of each of these charges. You
promise to pay for the products and services rendered. You declare that you
have the authority to enact this agreement.
1.
We aim to provide you with consistently reliable and
good quality products and services. Services can be affected by radio
interference, atmospheric conditions, outages, maintenance, congestion, battery
charge level, view of the sky (e.g. tree canopy). These things may occasionally
cause delayed data or even data gaps. We do not guarantee that the service we
provide will be perfect at all times, nor can we guarantee the integrity of
data sent or received via the services. If and when any of your services are
disrupted we will do our best to reinstate our services to you as soon as we
can.
2.
We will use all reasonable efforts to assist you in
identification of any perceived failures, but in no case are we obligated to
visit your site to troubleshoot or provide remedy.
3.
We provide firmware upgrades necessary to future
support of any add-ons devices purchased by the customer to attach to the
Hivemind transmitter. Firmware will be
transmitted over the satellite connection at a cost to you of $100 per
upgrade. Firmware upgrades involving
purely software features may also be requested by you.
4.
The goods and services we supply to you will be
supplied to you in whatever way we think is appropriate. We can choose the
carriers used to provide our goods and services and we can change the carriers
at our discretion.
5.
Hivemind provides support during New Zealand business
hours. This may be by telephone, email,
or via our website support page. Support
calls may be recorded. Our support contacts
may be obtained from our contact web page.
6.
The products we supply to you are of professional
standard and quality. As such, they are
supplied with their specifications and limits, within which they are to be used.
7.
Any mapping data provided will show location based on the
GPS co-ordinates of each satellite transmitter.
These are accurate to 3 km, however they may take several satellite
connections to settle to this accuracy.
You agree
that you will:
1.
pay for all goods and services we provide, regardless
of whether it is you who uses them.
2.
ensure that all of the information you give us is
correct and complete.
3.
install, move and maintain the product as you require to
collect the data from the appropriate site, and you will notify Hivemind if any
product failures are identified.
Maintenance may include replacement of the battery or other parts supplied
by us, and installation or removal of any add-ons.
4.
comply with any legal requirements concerning the use
of our goods and services.
5.
ensure that you, or anyone else who uses the products
and services follows our instructions for use of the products and services and
abides by the terms of this agreement.
6.
not rely on our products or services as primary
life-safety, security, fire-detection, or alarm systems.
7.
ensure that none of our services or products are
resold without the express permission of Hivemind.
8.
return leased products to Hivemind at your cost. If they are not returned to a Hivemind depot
within the month after the end of the lease, the lease will automatically renew
and you are liable for their continued monthly lease price.
1.
Pricing will be in accordance with the Hivemind order
form at the time of purchase or as altered and mutually agreed to match
specific requirements of the customer.
2.
Prices do not include shipping and handling costs or any
taxes unless explicitly stated, and these you agree to pay, and to reimburse us
for any such costs that we are required to pay on your goods and services.
3.
Lease prices do not include return shipping costs
which must be paid by the Customer.
4.
Payment period begins on the date the product is
shipped to you in response to an order and payment of the initial fee or, for a
face-to-face purchase or lease, at the time you sign the order form.
5.
Products are not shipped and service is not activated
until the initial payment is made unless alternate arrangements are made with
Hivemind.
6.
At the time of purchase or lease, advance payment of 4
months’ rent, service fees, and purchase price is due prior to shipment. Subsequent service fee payments are incurred
monthly and are due 20 days after they are invoiced.
7.
We may amend our prices, terms, and conditions from
time to time as updated on our website hivemind.co.nz or notified to you in
writing. Amendments to these will vary our contract with you. We may interpret
your ongoing use of our services after that date as constituting your
acceptance of the amendments. Lease
pricing is fixed for the term of the contract or 12 months, whichever is
shorter.
8.
You authorise any person or company to provide
Hivemind with any reasonable information necessary for credit inquiry purposes.
1.
We will deliver our invoices and any other notices to
the most recent postal and/or email address you have given us. In the case of
emailed invoices, the invoice may be attached to the email, or viewed by
downloading from a website by clicking on a link. A posted invoice or notice
will be considered to have been delivered five days after we have posted it,
and an email invoice, 2 days after we have emailed the invoice or the
notification of the invoice.
2.
You agree that you will pay each invoice by the due
date for stated on the invoice, or we may charge you a 5% late fee.
We may also recover from you all legal and other costs incurred
by us in the collection of any overdue amount.
We reserve the right to impose a credit limit on your
account, and will advise you if you get close to this limit. You agree that if
at any time you exceed your credit limit we will be entitled to suspend the provision
of our products and services to you.
We keep your personal information and the data from
your sites confidential as follows:
1.
With the exception
of the other clauses in this section, all the data collected under this
contract may be accessed by you, and by those with whom you share your
password. Neither data specifically
identified by yourself nor the location of it, nor your name or contacts will
be published to another party unless you give written permission.
2.
However, Hivemind
retains ownership, rights, title and intellectual property of the data
collected by our products and services.
We may use the data for any purpose other than that specified above
including but not limited to statistical purposes, publication in anonymous
aggregate form, or transfer to sell the data; provided, we will not transfer to
sell purchaser-specific data unless you specifically agree.
3.
Where necessary or
appropriate for the furtherance of its service, Hivemind may also share the data
with its staff, agents, contractors, and representatives.
4. We are not responsible to protect information that
you reveal to other parties.
1.
It is essential that if you move premises or otherwise
change your postal or email address, you inform us of this in writing to ensure
that there is no interruption in our supply of service to you or our ability to
contact you. If your address details change and you fail to inform us, you will
remain responsible for all charges that may accrue against your account at the
last address we hold on record.
2.
You agree, for the purposes of this contract and the
performance of our obligations to you, that we may collect information about
you. The information we collect about you may be obtained from you and others.
3.
You may decide not to provide any information sought
from you. If you do not provide it then we may not be able to provide our
services to you.
4.
We may use the information we hold about you and may
exchange information about you, using reasonable discretion, with our
contractors, agents and representatives, with other carriers, and with credit
reporting and debt collection agencies for the purposes of our business, and to
law enforcement agencies as required under law.
5.
You may obtain access to, and update or correct any
information held by us under the New Zealand Privacy Act 1993.
Depending on the services we provide you, you may have a username,
password or PIN. You agree to keep these personal identifiers confidential and
to take all reasonable steps to prevent disclosure of them to any person, other
than members of your household or business who are considered authorised users.
You are responsible for ensuring that all authorised users of the services also
meet the responsibilities and obligations set out in this contract.
1.
Unless
otherwise agreed, Hivemind will provide purchased goods in as-new condition.
2.
Leased goods may be supplied either as new or in
refurbished from a previous lease.
3.
You agree that in order to ensure that the supplied
goods and services perform to the specification required, you will promptly
advise us of any non-compliance with the specifications.
4.
We will supply goods subject to lead times which you
accept may vary from time to time at our discretion and which times may be
requested of our sales team.
5.
Returns of goods for warranty repair or end of lease
must be arranged with our support team by telephone using the contact numbers
supplied on our contact web page. When
you call, you will need to know your username and the serial number of the
related transmitter hub. We will arrange
shipping if required at your cost (except in the case of rental returns which
will be at our cost). Shipping will be
from your specified location or if pick-up is not possible, from the nearest
depot of our shipping company.
Leased
products or servers are also subject to the following terms, during the term of
this agreement or any extension or renewal:
1.
The cost of support, firmware upgrades, repair, repair
shipping, and services associated with leased products are included in the monthly
rent. The cost of firmware upgrades
required to support non-leased add-ons are not included.
2.
You acknowledge and agree that you will not have or
obtain any title to the goods. Title
belongs solely to Hivemind. You will not
mortgage, pledge, or otherwise encumber the goods and shall keep them free from
any liens or encumbrances.
3.
Apart from normal wear and tear, you are responsible
for, indemnify us for, and bear the entire risk of loss, theft, damage or
destruction of the goods, from any cause whatsoever. You will repair, or replace the goods at your
own expense at the rates we typically charge for the goods.
4.
Within three days after the date you become aware of
the loss, destruction or damage of any leased goods, you must notify us of the
facts surrounding the event.
5.
If you default
in the payment of rent for ten days after notice that it is overdue; or if you
shall dissolve, become bankrupt, or begin any proceedings related to bankruptcy,
we may exercise one or more of the following remedies with respect to the rented
goods:
a.
Immediately terminate this agreement and recover from you
the value, at the time of termination, of the rental due for the goods;
b.
Require you to return the goods to us at your expense.
If you fail to comply, we may take
possession of the goods without demand or notice and without court order or
legal process, and terminate your right to use the goods, but you will remain
liable for the total rent for the initial or any subsequent extension or
renewal term;
c.
Sell or lease the goods under any terms that we decide.
We will apply the proceeds of sale or lease,
less all costs and expenses incurred, toward the payment of your obligations. You will remain liable for any rental
deficiency, which shall be paid regularly or immediately as we see fit;
d.
Bring legal action or a debt collection agency to
recover all rent accrued then or thereafter; or sell the debt to a debt
collection agency.
e.
Pursue any other remedy which we may have.
f.
Each remedy is cumulative and may be entered
separately or concurrently. In the event of default, you will pay us all costs
and expenses including reasonable legal fees that we expend in the enforcement
of these remedies. In addition you will assist
us without cost in repossessing the goods.
g.
If you fail to perform any of these obligations we may
fulfil them at your expense. You will reimburse
us on demand for all sums that we pay on your behalf plus interest at 1% per
month.
1.
Purchased products have a warranty of 12 months from
the date of purchase subject to the limitations later in this contract, as
follows. Repair or replacement will be made to any faulty product returned to
the purchasing location within that time.
We will bear the cost of repair unless the product has been mistreated
or operated outside specification.
Hivemind will pay transit costs only for transit of the product between
the purchasing location and the repair facility.
2.
Leased products have a perpetual warranty as
follows. We will cover repair and
shipping costs for damage from ordinary wear and tear. If the product has been mistreated or
operated outside specification then the Customer is liable to pay for the cost
of the product and return shipping.
3.
The above warranties are in lieu of and to the
exclusion of any other guarantee, condition or warranty either expressed or
implied by any statute or otherwise in relation to the goods and services
supplied either directly by or through Hivemind which may legally be excluded.
4.
Apart from the warranty specified above, the liability
of Hivemind does not include:
a.
losses that you may incur due to products or services
being unavailable due to damage, repair or transit;
b.
damage to other property nor the cost of removing any
faulty item from any goods into which it has been in any way incorporated;
c.
loss or damage, including, without limitation,
indirect and consequential losses, caused by a carrier suspending or
interrupting its service to us which affects our ability to provide services to
you or any other cause beyond our reasonable control;
d.
liability to you or any party not part of this
agreement for any kind of loss, including in contract or in tort, consequential
or indirect loss, special, or incidental damages of any kind, including but not
limited to loss of profits, loss of revenue, loss or corruption of data or loss
of goodwill whether arising from negligence, a carrier interrupting its service
to us, or otherwise even if that party was advised about the possibility of the
loss or damage;
a.
any action or omission by the Customer.
b.
any assurance that that the products and services will
be completely secure, error-free, without interrupts, be suitable for automated
control of any external equipment, or meet your requirements.
5.
Force Majeure: Hivemind will not be liable for failure
of any product or service or failure to perform any obligation or delay in
performance resulting from or contributed to by any cause beyond the reasonable
control of Hivemind or its suppliers or from any act of God, act of civil or
military authority, act of war whether declared or undeclared, act (including
delay, failure to act, or priority) of any governmental authority or purchaser,
act of terrorism, civil disturbance, insurrection or riot, sabotage, fire,
inclement weather conditions, earthquake, flood, strike, work stoppage or other
labour difficulty, major equipment breakdown, or failure or delay beyond our reasonable
control. In the event of a delay in
performance excusable under this clause, the date of performance of our
services will be extended by a period of time reasonably necessary to overcome
the effect of such delay.
6.
The above exclusions of liability apply whether or not
our contract with you has ended and regardless of the nature and cause of any
damage or loss.
7.
To the extent permitted by law, if, despite the
provisions contained in the previous clauses, we or our service provider is
liable to you for any breach of these terms and conditions, or for breach of
any other obligation to you, our liability shall be limited, at our discretion,
to one or more of the following:
e.
If the breach relates to the provision of services:
i.
supplying of the relevant services again; or
ii.
payment of the cost of having the relevant services
supplied again
b.
If the breach relates to goods:
i.
replacement of the relevant goods or supply of
equivalent goods;
ii.
repair of the relevant goods; or
iii.
payment of the cost of either (i)
or (ii)
1.
You may apply Suspend Mode to a non-leased data
service, and may change it up to once per month. Putting a service into Suspend Mode will
lower the fees for that service to the current Suspend Mode rate for the
duration of the suspension.
2.
We may suspend or disconnect your service(s):
a.
if you do not meet your responsibilities under this
contract;
b.
if a carrier alters its service to us in a way that
affects our ability to provide our services to you in a cost effective manner,
or at all;
c.
in the event of an emergency or other situation where
another carrier or appropriate person considers this necessary or reasonable to
protect persons, systems or other property
3.
If, following disconnection, we agree to reopen a
service, a reconnection fee may apply and will be advised to you.
4.
If you do not pay the invoices we send to you or
otherwise fail to meet your responsibilities to us we may end our contract with
you. We may also end the contract at the
completion of its term by giving you one month’s written notice. Ending the
contract between us in this way shall not release you from any obligations or
responsibilities you owe to us.
1.
Leased packages each have a specified term of service
equivalent to the duration of the lease.
The duration of lease is automatically renewed if the product is not
returned within the month after its term expires.
2.
For service associated with products that you own, the
standard service term is 1 month and is automatically renewed.
3.
You may ask us to stop a particular service or lease
at any time by contacting us via our contact web page. The request will take effect as soon as the
term of the service completes. If
earlier termination is desired we will charge the applicable early termination
fee (ETF) or the outstanding amount of the charges for the remainder of the
term.
4.
Termination of a service or lease will also discontinue
accrual of fees for that specific service or lease.
5.
Termination of a services or the expiry of any lease
does not terminate this contract. Unless
the contract is explicitly terminated, it will remain in effect and cover any
future lease or use of our products and services.
1.
You may ask us to cancel this agreement at any time by
contacting us via our contact web page.
The request will take effect as soon as the services and lease are
terminated subject to the section “Term of service or lease”.
2.
On termination of our contract with you, we will cease
providing our service to you and all amounts which you owe to us will
immediately become due and payable. We shall not be liable to you for any loss
or damage suffered, or claimed to have been suffered, by you on or following
termination of the supply of our service to you.
1.
If you have a genuine dispute in relation to amounts
we have charged you, you must pay the undisputed charges and notify us of the
disputed charges with details of the dispute and evidence to support its
validity. This can be done by emailing our support team at the address listed
on our contact web page. You must make any claims for credits for disputed
charges within 30 days of the most current bill sent to you. Any claim made
otherwise than in accordance with this clause shall not be recognised.
2.
In the first instance, disputes must be between you
and our support team. If resolution is
not possible after reasonable efforts have been made, then you both parties
must make reasonable efforts to find a mutually agreeable mediator to help
resolve the dispute. The cost of the
mediator will be borne by the party initiating the dispute.
1.
We may subcontract the performance of any of our
responsibilities under this contract to anyone else.
2.
You may not assign or transfer any of your rights or
responsibilities under this contract to anyone else without our prior written
consent.
These goods and services are offered for business purposes
only and as such consumer legislation does not apply to this contract.
1.
Alterations
to this agreement must be agreed in writing.
2.
Communication under this agreement, including your
instructions and briefs are to be in writing, preferably via email. Hivemind is not responsible for inaccuracies,
omissions and admissions due to oversight or misinterpretation if the
instructions are not in writing. It is
your responsibility to ensure that emailed instructions are received (by, for
example, requesting an email response).
3.
Online agreement to this contract by selecting the
associated check-box on the Hivemind website is binding and, in a court of law,
it will be valid evidence that the contract exists.
4.
A signed and scanned or faxed copy of this contract is
also binding and, in a court of law, it will be valid evidence that the
contract exists.
5.
Headings in this contract do not affect its
interpretation.
6.
This agreement, together with the associated order form
contains the entire agreement and understanding between you and us as to the
subject matter of the agreement, and merges and supersedes all prior
agreements, commitments, representations, writings, and discussions between you
and us. Neither you nor we will be bound
by any prior obligations, conditions, warranties, or representations with
respect to the subject matter of the agreement.
7.
You may not assign this contract to another party by
without our prior written consent, and any attempt to do so will be without
effect.
8.
This contract will be governed by the laws of New
Zealand and the parties submit to the exclusive jurisdiction of the courts of
New Zealand in respect of any dispute or proceeding arising out of these terms.
9.
If, for any reason, any provisions of this contract
cannot be enforced or relied upon by either of us, all other terms of our
contract with you remain binding.