[INSERT NAME OF THE VEHICLE REPORT SERVICE]

TERMS AND CONDITIONS OF SERVICE

PLEASE READ THESE TERMS AND CONDITIONS OF SERVICE CAREFULLY.

These Terms and Conditions of Service set out the terms and conditions upon which we make available the [insert name of the vehicle report service] (Service), including any Vehicle Reports and generated from the Service.

These Terms and Conditions of Service prevail over any additional or inconsistent terms and conditions that may be specified by any user of the Service, and no variation to these Terms and Conditions of Service will be binding on us, unless specifically accepted by us in writing.

By accessing or using the Service, including by ordering any Vehicle Reports via the Service, you will be deemed to have accepted these Terms and Conditions of Service. If you do not accept these Terms and Conditions of Service, you must not use the Service or order any Vehicle Reports.

Definitions

  • For the purposes of these Conditions, the following terms have the following meanings:

  • CGA means the Consumer Guarantees Act 1993;

  • Conditions means these Terms and Conditions of Service;

  • Content means the Vehicle Reports and other information and content available via the Service;

  • Intellectual Property Rights means all industrial and intellectual property rights (including applications for such rights) whether conferred by statute, at common law or in equity, including, but not limited to all copyrights and similar rights that may subsist in works or other subject matter, rights in relation to inventions (including all patents and patent applications), rights in relation to trade secrets and confidential information, rights in relation to designs (whether or not registrable), rights in relation to registered and unregistered trade marks and business names, rights in relation to circuit layouts, and other rights as defined by Article 2 of the Convention of July 1967 establishing the World Intellectual Property Organisation as may exist anywhere in the world;

  • Fees means the fees payable for the provision of Vehicle Reports;

  • Vehicle Report means a report generated by the Service that contains information about a particular motor vehicle, including its service or maintenance history;

  • We or our or us means ASMR Technologies Limited; and

  • You or your means a person who wishes to access or use the Service, or to order any Vehicle Reports.

Licence to Use Service and Vehicle Reports

  • We grant to you a licence to:

  • access and use the Service solely for the purpose of ordering and obtaining Vehicle Reports; and

  • use any Vehicle Report ordered by you from the Service for the purpose of obtaining information about the motor vehicle that is the subject of that Vehicle Report.

  • This licence is non-exclusive, non-transferable and non-sublicensable.

  • To access Vehicle Reports, you will be required to create a user account name and to choose a password. You are responsible for keeping this information secret and secure. You must not permit any other person to use your login information. You must immediately notify us of any unauthorised use of your login information, and in such event we may take such actions as we deem reasonably necessary in order to maintain or enhance the security of the Service, including by temporarily suspending your access to the Service or resetting your password.

  • To use the Service, users will need compatible devices and operating systems, and internet access. It is your responsibility to ensure that your software, hardware and systems are able to operate with the Service, and meet any minimum specifications that may be notified by us from time to time. Please note that these minimum specifications may change over time as we make further changes and improvements to the Service.

Prohibitions on Use

  • You must not do any of the following things:

  • use the Service for the transmission of illegal or offensive material, or in any fraudulent or unlawful manner;

  • use the Service for the transmission of material that contains software viruses or any other disabling or damaging programs;

  • use the Service in any way that would violate any Intellectual Property Rights of any third party;

  • damage, disable, interfere with or harm the Service, or any network or system underlying or connected to the Service, in any way whatsoever;

  • modify, adapt, translate, reverse engineer or decompile any part of the Service, or any software comprising or underlying the Service, or in any manner attempt to derive the source code of any such software;

  • use any robot, spider, site search/retrieval application, or other device or technological process to retrieve or index any portion of the Service, except as expressly authorised by us in writing; or

  • encourage, assist or direct any other person to do any of the things set out in paragraphs (a) to (f) above.

  • If you any of these things, you will be responsible to us for any losses, damages, costs or expenses incurred or suffered by us as a result.

Our Rights in the Service and Content

  • You acknowledge that:

  • the Service is of significant commercial value to us and our licensors;

  • legal and beneficial ownership of:

    • the Service;

    • the Content;

    • all Intellectual Property Rights in or to the Service and the Content,

  • will vest with us or our third-party licensors; and

  • except as expressly stated in these Conditions, no right or licence is granted to you in relation to the Service or any Content.

  • You may do any of the following:

  • download, print or copy any of the Content from the Service, other than Vehicle Reports that you have ordered and paid for from the Service;

  • compile or extract any Content for the purpose of making such information available to others (whether as a directory or otherwise) with a view to a profit or for a fee or other consideration; or

  • use any proprietary trade mark of us or our licensors in a manner that is reasonably considered by us or our licensors to be a misuse or appropriation of that trade mark.

Service Availability

  • We will use reasonable endeavours to keep the Service operational 24 hours a day, seven days a week, except in the event of scheduled maintenance periods. However, no warranty or representation is given that the Service will be uninterrupted or error-free.

  • You must not use the Service for any purpose that requires uninterrupted availability of the Service and where interruption of the Service may cause death, personal injury, physical injury or property damage.

Fees and Payment Terms

  • In consideration for our providing you with access to Vehicle Reports, you agree to pay the Fees.

  • Details of our Fees are available on the Service. These Fees may differ depending on the types or number of Vehicle Reports users wish to access. We may also offer different Fee categories or discount structures to different types of users.

  • We will notify you of the applicable Fees at the time you order a Vehicle Report. You must pay these Fees before we give you access to the Vehicle Report.

  • We are not required to refund to you any Fees paid if you change your mind about a Vehicle Report, or if you order a Vehicle Report for the wrong motor vehicle. This does not affect any rights you may have under the CGA.

  • All Fees:

  • [are inclusive of all GST / are exclusive of all GST, which will be payable by you in addition]; [note: select one] and

  • will be paid in New Zealand dollars.

  • We use a third-party payment platform provider to process and collect the Fees. That third-party payment platform provider may have its own policies and procedures that you must adhere to. We are not responsible for the acts or omissions of any third-party payment platform provider, as we have no control over their business operations or practices.

Data Security and Privacy

  • In the course of providing the Service we may collect, use, disclose, and hold personal information and other data about identifiable individuals, as well as other data about Service users. This information will be used, disclosed and held by us in accordance with our Privacy Policy [insert hypertext link].

  • You acknowledge that you have read our Privacy Policy [insert hypertext link] and accept its terms and conditions. You acknowledge that our Privacy Policy may be amended or reviewed from time to time and that your continued use of the Service after notification of such amendments or revisions will constitute acceptance of those amendments or revisions.

  • If you provide us with any personal information about any third party, then you warrant to us that you have obtained all necessary consents and authorisations from that third party to enable us to collect, use, disclose and hold such personal information in accordance with our Privacy Policy.

Warranties and Liability

  • We warrant and represent to you that:

  • we are entitled to provide the Service subject to the terms of these Conditions; and

  • to the best of our knowledge, your use and accessing of the Service will not infringe the Intellectual Property Rights of any third party, provided that no such warranty or representation is given to the extent that any such infringement arises as a result of a breach of these Conditions by you.

  • You acknowledge and agree that:

  • any Vehicle Reports provided by us to you are provided for your benefit only. No other person may rely on those Vehicle Reports;

  • we have no liability to you in the event that any Vehicle Report is inaccurate or incomplete; and

  • Vehicle Reports are compiled using vehicle information provided by third parties. We do not warrant as to the accuracy or completeness of that vehicle information. In particular, we do not warrant that any Vehicle Report provides a full or complete picture of any motor vehicle's repair or servicing history. If you become aware that any vehicle information on the Service or in any Vehicle Report is inaccurate or incomplete, you may contact us to request a correction. In such event, we will wherever practicable request that the relevant third party corrects that information.

  • You also acknowledge and agree that:

  • in entering into these Conditions you do not rely on any representation, warranty, term or condition that is not expressly provided in these Conditions;

  • all conditions, warranties or other terms implied by statute or common law are excluded from these Conditions, to the fullest extent permitted by law; and

  • without limiting the scope of this clause 8.3, we do not give any warranty, representation or undertaking:

    • about the efficacy or usefulness of the Service, or about any fitness for a particular purpose or merchantability;

    • that the Service will be free from bugs, defects, errors or outages; or

    • that any Vehicle Reports or Content generated or accessible via the Service will be accurate or complete.

  • Without limiting clauses 8.2 or 8.3, our maximum liability to you (whether in contract, tort, negligence or in any other way) arising in connection with any and all claims under these Conditions:

  • relating to any Vehicle Report, will not in any circumstances exceed in aggregate the total Fees paid by you for that Vehicle Report; or

  • relating to any and all matters other than Vehicle Reports, will not in any circumstances exceed in aggregate NZ\$100.

  • In no event will we be liable (whether in contract, tort, negligence or in any other way) to you for:

  • loss of revenue or profit, loss of anticipated savings, loss of goodwill or opportunity, loss of production, loss or corruption of data or wasted management or staff time; or

  • loss, damage, cost or expense of any kind whatsoever that is indirect, consequential, or of a special nature,

  • arising directly or indirectly from the Service or any Vehicle Reports or these Conditions, even if we had been advised of the possibility of such loss, damage, cost or expense, and even if such loss, damage, cost or expense was reasonably foreseeable by us.

  • Where you have acquired the Service or any Vehicle Reports in New Zealand for the purposes of your business, then for the purposes of section 5D of the Fair Trading Act 1986 (FTA) and section 43 of the CGA, you and we acknowledge and agree that:

  • the Service and Vehicle Reports are being provided and acquired in trade; and

  • to the extent permitted by law, in respect of all matters covered by these Conditions, the parties are contracting out of the CGA and sections 9, 12A and 13 of the FTA.

  • None of the exclusions or limitations set out in this Agreement will have the effect of limiting or excluding any form of liability to you where such liability cannot be so limited or excluded under applicable law, including any liability under the CGA.

  • You agree to defend, indemnify and hold harmless us and our service providers, and the subsidiaries, affiliates, directors, officers, employees and agents of us and our service providers (Indemnitees) against any and all claims, liabilities, losses, damages, costs and expenses that may arise as a result of:

  • any breach by you of any of these Conditions;

  • any damage or injury to persons or property arising from your misusing the Service; or

  • any person other than you having relied on a Vehicle Report provided by us to you.

General

  • We will not be liable for any failure to provide the Service or any Vehicle Report due to an event of Force Majeure. For the purposes of this clause 9.1, Force Majeure includes any inability to obtain supplies or labour, industrial disputes, delays, act of God, fire, flood, storm, adverse weather conditions, pandemic, or other matters beyond our reasonable control.

  • These Conditions embody the entire agreement of the parties in relation to the subject matter of these Conditions and supersede all prior understandings, communications and representations between the parties, whether oral or written. You acknowledge that you do not rely on any representation, agreement, term or condition that is not set out in these Conditions.

  • You may not assign, transfer or sub-contract any of your rights or obligations under these Conditions, without first obtaining our written consent.

  • We reserve the right to discontinue or change the Service, or to change the nature or types of any Vehicle Reports available via the Service, at any time without notice to you. We also reserve the right to change these Conditions at any time. You should check for any changes to these Conditions each time you order a Vehicle Report. Your continued use of the Service following any such changes will be regarded by us as acceptance by you of those changes. No other amendment to these Conditions will be effective unless in writing and signed by an authorised representative of us.

  • These Conditions will be governed by the laws of New Zealand, and the parties submit to the non-exclusive jurisdiction of the Courts of New Zealand.