Terms & Conditions


Welcome to Contract Check Limited.

The following Terms and Conditions and our Privacy Policy set out the entire agreement that Contract Check makes with you in order for you to visit our Website and/or use our Services. They explain our obligations as a service provider and your obligations as a customer. Please read them carefully.

For the terms about the type of information Contract Check collects about you, please also see our Privacy Policy.

These Terms and Conditions were last updated on:  16 March 2016.

Previous significant changes are listed as follows: None currently

This is the agreement we make with you, so that you can visit our Website and/or use our Services and Products

 

You will need to know about other policies that may apply - see How It Works and What We Do.

 

Please read them carefully, they apply from the first time you visit our Website and/or use our Services.

Acceptance of Terms

The Terms are the terms on which Contract Check allows you to: (i) visit the Website, (ii) use the Services, and/or (iii) obtain the Products. They are binding and apply to you from the time that you first access the Website and/or use the Services.

By visiting our Website and/or using our Services, you acknowledge that you have read, understood and accept, and you agree to comply with and be bound by, the Terms and all other applicable laws and regulations.

You are deemed to have the authority to act, and to have agreed to the Terms, on behalf of any person or entity for whom you use our Website or Services for.

If you do not accept these Terms, you must refrain from using our Website and/or Services.

The definitions apply to both these Terms and Conditions and the Privacy Policy.

Definitions

In the Terms, the following words have the meanings, as follows:

‘Applicable Contract’ means any commercial contract, licence, distribution agreement, employment agreement, master services agreement, procurement agreement, non-disclosure agreement and any other legal agreement, contract or document that is governed by New Zealand law, and that is not an Excluded Contract;

‘CGA’ means the Consumer Guarantees Act 1993;

‘Confidential Information’ means all information exchanged between the parties as a result of a User accessing the Services, whether in writing, electronically or orally, including but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party;

‘Contract Check IP’ means all of the information provided as the end product of our Services and Products; all images, screens, web pages, logos, URL, trade marks, tradenames, graphics or designs, sound recordings and brands on the Website, Services and Product; and the general content of the Website, Services, Product and other material underlying and forming such such, including but not limited to text, graphics, logos, sound recordings and icons, the software, the web engine;

‘Customer IP’ means the information a User provides in order to use the Services and obtain a Product, including but not limited to Applicable Contract documents and all related information, some of which may be Confidential Information;

‘Excluded Contract’ means agreement or contract that falls within the Excluded Services (generally any contract which may form part of legal advice, advocacy or other action related to conveyancing, New Zealand court, tribunal proceedings or other advocacy services, or by section 21F of the Property (Relationships) Act 1976, or by any provision of any other enactment that is required to be carried out by a lawyer);

‘Excluded Services’ means the services defined as Reserved Areas (generally any legal advice, advocacy or other action related to conveyancing, court or tribunal proceedings or other advocacy services, or by section 21F of the Property (Relationships) Act 1976, or by any provision of any other enactment that is required to be carried out by a lawyer);

‘FTA’ means the Fair trading Act 1986;

‘LCA’ means the Lawyers and Conveyancers Act 2006;

‘Product’ means any Applicable Contract review and related information, provided by Contract Check to you as a result of the Services, in such format as it sees fit and as changed by Contract Check in its absolute discretion from time to time;

Reserved Areas of Workmeans the reserved areas of work specifically designated for lawyers and conveyancers as specified in section 6, 24 and 35 of the LCA;

'Services' means any one or more of the Applicable Contract review services offered by Contract Check Limited or any of Contract Check’s wholly owned subsidiaries, from time to time, including and any other services that Contract Check chooses to offer but does not include any Excluded Services;

Terms’ means the Terms and Conditions, and the Privacy Policy;

‘Terms and Conditions’ means the terms and conditions specified herein and updated by Contract Check from time to time;

‘User’ means a person who completes the registration process for and/or uses the Service of, Contract Check;

we, us, our are references to Contract Check Limited;

Visitor’ means a person who visits the Website but does not complete the registration process for Contract Check;

'Website' means the Contract Check website at www.contractcheck.co.nz through which the Services are offered.

you' and 'your' are a references to you.

Terms that have capital letters in these Terms and Conditions but are not defined below carry the same meaning as in our Privacy Policy.

You must abide by these terms in order to access the Website, use the Services and obtain the Products. If you don’t, we may stop you using our Website and/or Services.

Website, Services and Products

Contract Check grants you a non-exclusive, non-transferable, non-sublicensable, revocable and limited licence for the sole purpose of accessing the Website to use the Services and obtain our Products, strictly for business and personal use only and not for resale.

In order to access the Website, use the Services and obtain the Product, you agree that:

  • you may only register with us and use our Services, if you are resident in New Zealand, are the person or entity responsible for the Applicable Contract, have a valid email address and are at least 18 years old. By registering as a member, you warrant that you can form a legally binding contract;
  • you will submit only Applicable Contracts, not Excluded Contracts, to Contract Check via the Website, in order to receive the Services and Product;
  • you warrant that you will provide complete, accurate and current Personal Information and Data. You must maintain and update such information held by Contract Check to ensure it is kept current at all times and notify us immediately of any changes to your such details;
  • you will pay the fees applicable for the Services and Products;
  • you will ensure that you have obtained all relevant licences and permissions (from your licensors or suppliers, if required) to allow us to access your Data for the purposes of providing the Services and Products;
  • you will follow the instructions and directions we provide about using the Service and only use it for lawful purposes, and respond to Contract Check in a timely manner with time being of the essence, should Contract Check have any queries or questions regarding your Applicable Contract;
  • you must not damage, interfere with or harm the Website or Services, or any network, or system underlying or connected to them, including but not limited to decompilation, reverse engineering, use of robots, spiders, scrapers or other unauthorised automated means to access the Website, Services or information featured on it for any purpose;
  • you must not submit anything that is illegal, offensive (including anything of a defamatory, pornographic, or racially or ethnically objectionable nature), stolen, or unsafe, anything which infringes copyright or other intellectual property rights. Contract Check may disclose your Personal Information, including your name and contact details, to the relevant authorities, parties and/or the applicable intellectual property right holders (or their representatives) if we consider that you are in breach of this clause at any time;
  • you must not use the Services or Product for any other purpose other than as provided under the terms and you agree not to make any other use of the Website, Services or Product without the written consent of Contract Check;
  • you must not to use the Website, Services or Product for resale; any commercial or competitive advantage; any illegal, defamatory or objectionable purpose; or any purpose which brings or could bring our reputation into disrepute;
  • you must not do anything or permit anything to be done which may alter the Website, Services or Product or interfere with or affect their operation. This includes, without limitation, removing any information from the Website, adding any information to the Website, linking it to or from another website, distributing any part of the Website to any other person or copying any part of it for any commercial or illegal purpose;
  • you will comply with any directions given to you to reconfigure your equipment if we reasonably believe it is necessary to do so to use the Services and/or obtain the Products;
  • you understand that Contract Check only operates during the business hours of 08:30 to 17:00, Monday to Friday (“Hours of Operation”), and any hours outside of the Hours of Operation, such as any New Zealand public holiday or weekends, are specifically excluded from your Applicable Contract review timeframe. You further agree that we only review your Applicable Contract during the Hours of Operation and that you will take this into account regarding any review timeframe for your Applicable Contract;
  • Contract Check reserves the right to: (i) refuse, cancel and reject your request for Services or Product, including but not limited to any review timeframe for your Applicable Contract, at any time and for any reason; and (ii) periodically change fees, services and products at its sole discretion;
  • Contract Check can review, re-assign, reject and change any element of the Services and/or Product requested by you, including the type of Service or product you request and the delivery timeframe for Services and/or Product;
  • you are responsible for keeping your login information, including your email address and password, secret and secure. Without limiting the foregoing, you agree: not to permit any other person to use your user name; and not to disclose, or provide to any other person, your password, email address, date of birth or any other information in connection with your membership that may allow them to gain access to your membership;
  • without limiting any other rights and remedies available to Contract Check, we may limit your activities on the Website, remove content, issue a warning to you, or refuse to provide our Website and/or Services to you if you breach the Terms;
  • Contract Check will send you emails relating to your requested Services and other activities on the Website, and for promoting and marketing other Contract Check products and Services to you. Such emails will contain clear and obvious instructions for how you can unsubscribe from the mailing list;
  • you will not use the Website, Services, and/or Product in any way that implies an endorsement, sponsorship or association either by us or by any other third party where you do not have a permission to do so, with any product, service, person or entity; and
  • you will comply with all applicable laws, regulations, standards and codes when using our Website, Services and Products.

Contract Check’s current fees are listed on our Services page.

Pricing and Payment

We reserve the right to change the fees charged for any of our Services and products, at any time. In the event that we introduce a new Service or Product, the fees for such are effective at the launch of the Service or Product, unless otherwise stated.

You must pay all applicable fees immediately upon demand by Contract Check.

All fees are inclusive of GST and in New Zealand dollars unless otherwise stated.

We agree to keep each other’s Confidential Information, confidential.

Confidentiality

Unless the relevant party has the prior written consent of the other or unless required to do so by law, each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.

The above provisions shall not apply to any information which: (i) is or becomes public knowledge other than by a breach of this clause; (ii) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; (iii) is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or (iv) is independently developed without access to the Confidential Information.

We own all copyright and intellectual property rights in all the images and information that forms part of the Website, Services and Products.

 

Any information you provide us with remains your property.

 

Using our Website or Services does not mean you can use our logos, content or trade marks, nor can you clone or misuse the technology that makes our Website or Services work.

Copyright and Intellectual Property Rights

All Contract Check IP is the property of Contract Check (or our licensors or suppliers, as the case may be) we hold all copyright and own all proprietary and intellectual property rights in such (or our licensors or suppliers, as the case may be).

You may not without our prior written permission, in any form or by any means: adapt, reproduce, copy, store, distribute, print, display, perform, publish or create derivative works from any part of the Website, Services or Product; or commercialise, copy, or on-sell any information, or items obtained from any part of the Website, Services or Product.  Contract Check reserves the right to take all steps necessary to prevent any such unauthorised format or use.

In no circumstances should Contract Check or Contract Check Limited brands or our logos be used without our prior written consent.

All Customer IP remains your property (or our licensors or suppliers, as the case may be) and you hold copyright in such (or your licensors or suppliers, as the case may be). Such information may not be copied or reused (other than as expressly intended by Contract Check for the delivery of the Website, Services and Products) without your prior written consent.

If you breach the Terms, Contract Check may terminate your agreement with us or suspend your use of the Website and/or Services.

Termination

Contract Check retains the right to suspend or terminate your access or use of the Website, Service and/or Products agreement at any time.

If you breach any of the Terms as a Visitor or User, Contract Check may take any or all of the following actions, at its sole discretion: (i) terminate our agreement with you and your use of the Website, Services and/or Products immediately; or (ii) suspend for any definite or indefinite period of time, your use of the Website, Services and/or Products.

Such termination or suspension is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination you will: (i) remain liable for any accrued charges and amounts which become due for payment before or after termination; and  (ii) lose the right to access, and immediately cease to use, the Website, Services and/or Products.

This is our disclaimer of legal liability for the quality, safety, or reliability of our Website, Services and Products.

 

Contract Check, is not law firm, and we do not provide you with legal advice.

 

Whilst we work with our legal team, there is no lawyer-client relationship formed between you and Contract Check or its legal team, nor does lawyer-client privilege apply.

 

We only provide you with self-help business services and advice about common issues of contract law so that you can make the final decision on how to proceed with your contract.

 

We only review specific types of contracts and agreements.

 

If you’re looking for legal advice, we suggest that you contact a qualified lawyer. Please visit [add NZLS lawyer link].

Express Disclaimers

You expressly understand and agree that:

  • Contract Check is a separate legal entity from its directors, employees, independent contractors, or any of our related companies (as defined in the Companies Act 1993), your legal relationship is with Contract Check only; and the provision of the Website, Services and Product is from Contract Check to you only;
  • in reference to the LCA, Contract Check is not: (i) a lawyer, solicitor, barrister, legal practitioner; or (ii) an incorporated legal practice or law firm;
  • Contract Check does not provide you with legal advice; does not act as your lawyer; and is not a substitute for a lawyer or law firm;
  • our Website, Services and Products are exclusively intended to provide you with self-help business services and advice about common issues of contract law in relation to your Applicable Contract, for information purposes only;
  • if you require legal advice, you must contact a qualified lawyer;
  • you represent yourself or others that you act on behalf of and make all decisions, relating to any Applicable Contract you submit to us, and you are entirely responsible for all costs related to such and any further legal advice you may or may not choose to obtain;
  • the Services and Product we provide must necessarily be general and may not cover every situation that might arise, and we do not guarantee you any positive legal or other results whatsoever;
  • whilst Contract Check works with an experienced business and legal team who advise us directly, no lawyer-client relationship is formed between you and Contract Check or its directors, employees, agents, independent contractors, or any of our related companies (as defined in the Companies Act 1993), and whether they are lawyers or not does not affect Contract Check’s status or legal relationship to you;
  • you are not protected by lawyer-client privilege, only by the Privacy Policy and Confidentiality section above;
  • you do not have the protections that you would get if you were working with a lawyer or law firm regarding complaints and disputes;
  • Contract Check, its directors, employees, agents, independent contractors, and any of our related companies (as defined in the Companies Act 1993), do not provide Excluded Services or review Excluded Contracts whatsoever;
  • we are not responsible for the use or interpretation of information we offer and expressly disclaim all liability for any actions you decide to take or not take;
  • if you are unsure as to any of the Services or Product, or how it applies to your specific circumstances, you must consult a legal practitioner; and
  • Contract Check does not accept any responsibility or liability whatsoever, to any type loss or damage howsoever arising, in relation to the above.

If we are unable to provide you with the services you require, we recommend that you visit New Zealand Law Society to find a suitable legal practitioner.

In addition to the above, and subject to any rights you have or obligations we have to you under the FTA or CGA as a consumer, you further expressly understand and agree that:

  • your use of the Website and Services is at your sole risk. The Website and Services are provided on an "as is" and "as available" basis;
  • to the fullest extent permitted by law, Contract Check absolutely disclaims all warranties, expressed or implied, including, but not limited to, implied warranties of merchantability and fitness for any particular purpose;
  • Contract Check gives no warranty that the Website, or Services, Products or any associated documents or other information, will be free of errors, uninterrupted or that defects will be corrected, or that the Website or its server is free of viruses or any other harmful components;
  • responsibility for the content of advertisements appearing on our Website (including hyperlinks to advertisers' own websites) rests solely with the advertisers. Each advertiser is solely responsible for any representation made in connection with its advertisement; and
  • Contract Check will not be responsible for copyright infringement and/or unauthorised access to or alteration of your Data, any material or data sent or received or not sent or received, any transactions entered into through use of the Website or Services.

These are the limits of legal liability we have to each other.

Liability and Indemnity

If you are using our Services as a business (as defined in the CGA), you acknowledge that the provisions of that Act do not apply to our Website, Services or Product.

If you are using our Services as a consumer (as defined in the CGA - a person who buys goods or services for personal or household use), you acknowledge that any rights you have or obligations we have to you under the FTA or CGA will apply alongside these Terms, and may not be impacted by this Liability section.

Subject to any rights you may have as a consumer under the CGA and/or the FTA, you agree that to the maximum extent permitted by law, you use the Website, Services and Product at your own risk, and Contract Check, its directors, employees, agents, independent contractors, nor any of our related companies (as defined in the Companies Act 1993), or their directors, employees, agents, independent contractors, exclude all liability (in contract, tort (including negligence)) or otherwise which may arise in connection with the Website, Services and/or Products. Without limitation, this excludes liability for any loss: (i) to the extent that it is caused by you, including any loss that results from your failure to take reasonable steps to avoid or minimise any loss you suffer as a result of the Terms; (ii) any indirect or consequential loss, or for any loss of profits, revenue, goodwill, business or anticipated business or anticipated profits or savings; (iii) for any failure or delay in performing any obligation set out in these Terms in any act of God, act of State, riot, insurrection, civil commotion, strike, sanctions, boycott, embargo or any other circumstance beyond our reasonable control; or (iv) in relation to the Express Disclaimers section above.

If Contract Check or its directors, employees, agents, independent contractors, any of our related companies (as defined in the Companies Act 1993), or their directors, employees, agents, independent contractors, or any other person, are ever liable to for any reason, the maximum combined amount we will have to pay you and anyone else who uses the Website or Services, and/or obtains the Product (together), will be: (a) $500 for any event or for any series of related events; and (b) a total of $1,000 in respect of all events in any 12 month period, provided that you notify Contract Check of your claim within 12 months after you reasonably became aware of the occurrence of the relevant event or series or events that gave rise to your claim.

You agree to release, indemnify and keep indemnified Contract Check, its directors, employees, agents, independent contractors, and any of our related companies (as defined in the Companies Act 1993) from and against all actions, claims, costs (including legal costs and expenses), losses, proceedings, damages, liabilities, or demands suffered or incurred by us to any person arising out of or in connection with your failure to comply with the Terms or your negligence. If you suffer any loss as a result of the Website, Services and/or Products, you agree to take all reasonable steps to avoid or minimise your loss.

 

 

General

The Terms, updated from time to time, represent the whole agreement between you and Contract Check concerning your use and access to our Website, Services and Product. No other term is to be included in this agreement. All implied terms except those implied by statute and which can not be expressly excluded are hereby expressly excluded.

If either party waives any breach of the Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

Neither party will be liable for any delay or failure in performance of its obligations under the Terms, if the delay or failure is due to any cause outside its reasonable control.

You may not assign or transfer any rights to any other person

If any part or provision of the Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of the Terms will be binding on the parties.

A person who is not a party to the Terms has no right to benefit under or to enforce any term of the Terms.

Any notice given under the Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Contract Check must be sent to notices@contractchecks.co.nz. If you are a User, notices to you will be sent to the email address which you provided when you registered.

Unless otherwise stated, the content of the Website, Services and Product has been prepared in accordance with New Zealand law for the supply of services to persons resident in New Zealand only. Unless otherwise stated, references to any currency are to New Zealand dollars. The Website, Services, Product and Terms are governed by and construed exclusively in accordance with New Zealand law and subject to the exclusive jurisdiction of the New Zealand Courts.

The following provisions will survive termination of these Terms and Conditions: Confidentiality, Express Disclaimer, Liability and Indemnity, Dispute Resolution and General Terms.

These Terms may change. If it’s a change that’s going to seriously affect you we’ll try to let you know in advance.

Changes to our Terms and Conditions

From time to time, Contract Check may make changes to our Terms and Conditions or alter the functionality of our Services and/or Website. We will communicate all changes to you via a Website announcement. Occasionally urgent changes will be required, but we will generally via email Users for any significant changes.

Unless otherwise stated, amendments will be effective immediately upon posting of the amended Terms and Conditions on this Website. Your continued use of the Services represents your agreement to be bound by the terms and conditions as amended.

You are responsible for ensuring you are familiar with the latest terms and conditions. We encourage you to review this page now and again for the latest updates to these Terms and Conditions.

In the unlikely event we end up in a legal dispute, it will be under the laws of New Zealand.

 

Any problems, get in touch. Your feedback is important to us.

Dispute Resolution

You agree that the laws of New Zealand shall exclusively govern any dispute relating to this agreement and/or the Website, Services and Products.

If you would like to make any comments or complaints about the website or any of the information or services available on the website or these terms and conditions, please email us at notices@contractcheck.co.nz. We will try to resolve any complaint as soon as possible.

Help Desk

In the case of technical problems, please check the support provided online by Contract Check at [Support] or email us at info@contractcheck.co.nz.