VI Training Terms and Conditions of Service
Version: 19 January 2015
These terms and conditions of service (“Terms”) apply to your purchase and use of our vehicle inspection training services (“Services”) offered through our website at www.vitraining.co.nz (“Website”).
These Terms, together with your order for the Services, the Charges, any terms that apply to the specific Services you purchase and the Policies form the contractual relationship between you and us (“Agreement”). In the event of any inconsistency between these Terms and any other part of the Agreement, these Terms prevail to the extent of the inconsistency.
1.1 In these Terms, the following words have the meanings given below:
“Authorised Users” means those persons you specify and permit to access and use the Services as part of your subscription for the Services.
“Charges” means our fee for your use of the Services as displayed on the Website.
“Confidential Information” information disclosed by a party to the other party under this Agreement that is marked as confidential or would normally be considered confidential under the circumstances and includes any information about the functionality and operation of the Services but does not include information that:
(a) the recipient of the Confidential Information already knew;
(b) becomes public through no fault of the recipient;
(c) was independently developed by the recipient; or
(d) was rightfully given to the recipient by another party.
“Intellectual Property Rights” means current and future worldwide rights to intellectual property (as that is defined in article 2 of the Convention Establishing the World Intellectual Property Organisation of 1967).
“We” or “us” means VI Training Limited and “our” has a corresponding meaning.
“You” means the customer named in the application for the Services and, if you have purchased a Workshop Membership, includes each of your Authorised Users.
“Workshop Membership” means a subscription to the Services that provide access to the Services and training packages for those Authorised Users you specify.
1.2 The word “includes” in any form is not a word of limitation and the singular includes the plural and vice versa.
1.3 References to:
(a) “$” or any dollar amount are GST inclusive and are references to New Zealand dollars; and
(b) References to clauses are to clauses in these Terms.
- Purchase of Services
2.1 Services may be purchased by first registering as a member and then by completing and submitting the appropriate order form on our Website or by any other method we have specified. Unless otherwise specified, your order for Services must be accompanied by payment of the Charges specified in the order.
2.2 You confirm that the information provided in your membership application and each order is true and accurate. You agree to promptly update your information or request us to update your information as required to ensure it remains accurate and current.
2.3 We may accept or reject membership applications and orders for Services at our sole discretion. If an order is rejected we will refund any Charges paid for Services in full. An order is accepted when we generate an order confirmation which is displayed on the Website and/or e-mailed to you.
2.4 We reserve the right to remove or change any Services and training packages we may offer from time to time and either replace them with new Services or move you on to the most suitable and similar Service or training package then on offer. If we do remove or change a Service or training package that affects you, we will give you as much notice as practically possible but, in any case, not less than one month’s notice.
- Access to and Use of the Services
3.1 Use of our Services is at all times subject to our Policies. You agree to strictly observe and comply with our Policies at all times.
3.2 You must ensure that your login and password and the login and password of each of your Authorised Users (if any) are kept secure and confidential and are not revealed to any other person. Any instruction issued or order made using your login and password will be deemed to be an instruction or order by you and may be acted upon accordingly by us until you notify us otherwise.
3.3 Only you and your Authorised Users (if any) are permitted to access and use the Services. You will use all reasonable efforts to permit unauthorised access to or use of the Services. You will promptly notify us of and take all necessary steps to terminate any unauthorised access or use.
3.4 A Workshop Membership gives you the option to purchase Service packages for one or more Authorised Users. You agree:
(a) that each user account you purchase as part of a Workshop Membership package may be used only by one Authorised User;
(b) to ensure that each Authorised User is aware of and complies with the provisions of these Terms (excluding clauses 2.1 and 4); and
(c) you are responsible for the actions of and any loss or damage caused to us by, your Authorised Users.
3.5 You will not and you will ensure no Authorised Users:
(a) Sell, resell or lease the Services or any component of them;
(b) Attempt to reverse engineer the Services or any component; or
(c) Attempt to create a substitute or similar service through the use of or access to the Services.
(d) Use or attempt to use the Services for any unlawful purpose or any purpose not permitted by the Agreement.
- Charges and Payment
4.1 Unless otherwise agreed, the Charges shall be paid by credit card in full and at the time of order or for subscription Services, paid monthly in advance.
4.2 You will pay all Charges on time and without any set-off or deduction whatsoever.
4.3 If you have purchased the Services for a fixed term, we will not increase the Charges during that term. We may otherwise vary the Charges at any time.
4.4 Unless otherwise agreed, goods and services tax, and other taxes and duties in connection with the sale of the Services, are not included in the Charges and shall be your responsibility. Where the payment of such taxes or duties is our responsibility at law, the Charges shall be increased by the amount of such taxes or duties.
4.5 If the Charges or any portion thereof are not paid on time, without prejudice to our other rights at law or in the Agreement, we may charge interest on any amount owing after the due date at the rate of 2% per month or part month.
4.6 You agree to pay all reasonable expenses, disbursements and legal costs incurred by us in the enforcement of any of our rights contained in the Agreement, including any actual solicitor’s fees and debt collection agency fees.
5.1 We will provide the Services in a professional manner and with reasonable care and skill.
5.2 We aim to provide you with consistent and reliable access to the Services but we do not warrant that the Services will be available all the time. We use professional and reputable website hosting providers and we are dependent on their services. We, therefore, cannot guarantee there will be no interruptions to the Services. When access to the Services is disrupted, we will use our reasonable endeavours to reinstate the Services as soon as possible. You will require your own internet connection for access to the Services. We are not responsible for any problems or failures with respect to your own internet connection.
5.3 We do not warrant that:
(a) Your use of the Services will provide any particular result (such as ensuring you or your Authorised Users (if any) pass any tests or assessments set by the NZTA to be appointed as an inspector) as that depends largely on your own efforts, study habits and ability; and
(b) The Services will be accessible or work on all devices, , internet browsers and operating systems or at all screen resolutions.
- Except as expressly stated in these terms, all conditions and warranties, express or implied, are excluded to the maximum allowed by law.
5.5 You agree that to the extent that the Services are purchased by you for the purpose of your business or undertaking, the provisions of the Consumer Guarantees Act 1993 and sections 9, 12A and 13 of the Fair Trading Act 1986 do not apply.
- Suspension of Services
6.1 We may suspend the Services or your access to the Services:
(a) If there is any breach of the Agreement by you or your Authorised Users;
(b) If any of our service providers suspends or interrupts its service to us and that suspension or interruption affects our ability to provide the Services to you;
- In an emergency or whenever we, our service providers or any other appropriate person considers that it is necessary or reasonable to protect persons, systems or other property.
6.2 Unless we otherwise agree, the Charges will continue to apply where we have suspended the Services or your access to the Services.
- Intellectual Property
7.1 All Intellectual Property Rights that we own or that are licensed to us by a third party in connection with the Services, together with all modifications or developments made by us (collectively, “Our Intellectual Property”) will be and remain our sole property. Except as provided in clause 7.2, you will obtain no rights or interests in Our Intellectual Property.
7.2 Provide you meet your obligations under the Agreement, you and your Authorised Users (if any) are granted a personal, non-exclusive, non-transferable license to use Our Intellectual Property for the term of and in the manner anticipated in your subscription for the Services.
7.3 All new intellectual property (if any) created by us in connection with the supply of the Services to you will be owned solely by us.
- Confidential Information
8.1 Except as otherwise may be expressly provided in the Agreement, each party will:
- Protect the other party’s Confidential Information with the same standard of care it uses to protect its own Confidential Information; and
- Not disclose the Confidential Information, except to Authorised Users, employees, contractors and agents who need to know it and who have agreed in writing to keep it confidential. Each party (and any Authorised Users, employees, agents and contractors to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfil its obligations under the Agreement while using reasonable care to protect it. Each party is responsible for any breach of this clause by its Authorised Users (if any), employees, agents and contractors.
8.2 Each party may disclose the other party’s Confidential Information when required by law but only after it, if legally permissible:
(a) uses commercially reasonable efforts to notify the other party; and
(b) gives the other party a reasonable opportunity to challenge the disclosure.
8.3 You acknowledge and agree that credit card payment information you enter on our Website or otherwise give to us to effect payment of the Charges may be provided to our online payment solutions provider.
9.1 If you are not satisfied with the Services, your sole and exclusive remedy is to terminate the Services in accordance with clause 10.
9.2 Subject to clause 9.4, neither party shall be liable to the other for any consequential or indirect loss nor any loss of profits, revenue, business opportunity, goodwill and/or anticipated savings of any kind whatsoever, arising from the supply or use of the Services, including whether suffered or incurred by either party, an Authorised User or another person and whether in contract or tort (including negligence), breach of statutory duty or otherwise.
9.3 Except in respect of any obligation to pay the Charges or other monies due under this Agreement, neither party shall be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its reasonable control.
9.4 If despite clauses 9.2 and 9.3, a party is found liable to pay compensation or damages to the other (whether by a court of law, arbitrator or otherwise) then that party’s liability shall in no circumstances exceed the aggregate Charges paid by the Customer during the twelve months prior to the event giving rise to liability. The limitation in this clause 9.4 shall not apply in respect of your liability to pay the Charges and all other amounts (if any) payable by you under the Agreement, which liability shall not be limited in any way.
9.5 These limitations of liability apply to the fullest extent permitted by law but do not apply to breaches of confidentiality obligations, violations of a party’s Intellectual Property Rights by the other party, or indemnification obligations.
10.1 Either of you or us may terminate a subscription for Services at any time by giving one month’s prior written notice to the other.
10.2 We may terminate a subscription for Services immediately if any Charges or other amounts you owe to us under the Agreement are more than 10 days overdue or for any other breach of the Agreement by you or an Authorised User.
10.3 We are not required to refund any Charges paid by you if a Service subscription is lawfully terminated prior to the end of the subscription period or you have otherwise paid in advance for Services that have been terminated
10.4 Following termination:
- The rights granted to you to use the Services shall immediately cease;
- If you have purchased the Services for a fixed subscription period, we will invoice you for, and you will immediately pay, the remaining unpaid amount for your subscription period.
- We may delete from our systems and servers all data and information we hold concerning your use of the Services and that of your Authorised Users (if any);
- Each party will promptly use reasonable efforts to return or destroy the Confidential Information of the other party; and
- We may be regarded as discharged from any further obligation to provide or make available the Services.
10.5 Termination or cancellation of Services shall not relieve either party from any right, liability, or claim that has accrued before the date of termination or cancellation. The provisions of clauses 7, 8, 9 and this clause 10 will continue to apply in respect of any such terminated or cancelled Services.
11.1 You agree that we may include your name in a list of our customers, in online or in promotional materials. You also agree that we may verbally reference you as a customer of the Services.
- Variation of Terms
12.1 We may amend or replace these terms from time to time. The amended or replacement terms (“Amended Terms”) will then apply to the Services. We will post the Amended Terms on our website and we will communicate these changes to you via email or by notifying you when you access the Services. If you object to the Amended Terms, you may terminate the Services by providing us with one month’s written notice and in that event, clauses 10.3 and 10.4(b) will not apply.
12.2 You will be taken to have accepted the Amended Terms if you make a request for further Services or if you continue to make use of our Services and do not give us any notice to terminate the Services. If you are in any doubt as to the current terms of trade that apply to the Services please visit our website:
http://www.vitraining.co.nz/About+Us/Terms+and+Conditions.html or contact us.
13.1 You agree that the Agreement comprises the entire agreement between you and us in respect of the Services and, unless expressly stated otherwise all prior agreements, warranties, representations, written, verbal or otherwise, are excluded and superseded. By submitting an order for Services, you also confirm and acknowledge that you have not been induced to purchase the Services by any representation whether verbal, written or otherwise, made by or on behalf of us which is not expressly set out in the Agreement or on our Website.
13.2 You agree that, with the exception of urgent interlocutory relief in respect of the use of confidential information or intellectual property in breach of the Agreement, both of us will attempt to resolve any dispute under the Agreement by negotiating in good faith for at least 14 days.
13.3 Any failure by us to enforce any provision of the Agreement shall not be treated as a waiver of that provision, nor shall it affect our right to subsequently enforce that provision. If any provision of the Agreement shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
13.4 If any of your contact details change, you agree to promptly provide us with your new contact details. We will send you notices and other communications to the last known contact details you have given to us.
13.5 You warrant that you have the power to enter into the Agreement and have obtained all necessary authorisation to allow you do so, that you are not insolvent and that the Agreement creates binding and valid legal obligations on you.
13.6 You may not assign any rights or obligations under the Agreement without our prior written consent. We may assign any rights under the Agreement without obtaining your prior approval. We may also sub-contract any of our obligations under the Agreement, but in so doing, will not be relieved of any liability to you under the Agreement.
13.7 The Agreement and shall be governed by the laws of New Zealand and are subject to the exclusive jurisdiction of the Courts of New Zealand.