Belong Terms of Service
GENERAL SERVICE PROVIDER TERMS AND CONDITIONS
1. Introduction
1.1 Belong Services Limited, trading as ‘Belong’ (Belong) and the Client wish to enter into an agreement regarding advertising, content integration and provision of promotional offers (“the Offer”) to be provided by the Client, and to be made available to Users of our Application.
2. Definitions:
“Advertisement Content” means any text, graphics, videos, sound recordings and any other content provided by the Client to Belong as part of the Offer;
“Application” means the Belong application software which allows employees of Belong's customers to access, among other things, promotions, offers and discounts, including Offers in specific geographical locations where the employee is located at any given time;
“Contract Details” means the contract details to which these General Service Provider Terms and Conditions are attached;
“Offer” means a deal offered by the Client to Users and advertised on the Application, as set out in the Contract Details;
“Offer Period” means the period set out in the Contract Details;
“Users” means users of the Application; and
“Working Day” means Monday to Friday, excluding public holidays in Auckland.
3. Agency
3.1 The parties acknowledge that, at all times, Belong will act as agent for the Client in promoting an
Offer and the Client will be solely responsible for carrying out its obligations under an Offer. Belong will not be responsible for any warranty claims and any obligations of the Client under the Consumer Guarantees Act 1993, and such warranty claims and obligations are the sole responsibility of the Client.
4. Promotion
4.1 Belong will advertise and promote the Offer on the Application during the Offer Period using the Advertisement Content provided by the Client. The Client acknowledges that at any time, Belong may withdraw and/or refuse to publish any Advertisement Content on the Application without incurring any liability to the Client if Belong reasonably believes that the Advertisement Content and/or Offer may make Belong or the Client liable to any complaint, claim or proceedings by any third party. Belong will, where it is reasonably practicable to do so, will inform the Client of any withdrawal or refusal to publish any Advertisement Content and/or Offer. Belong's obligation to advertise and promote the Offer on the Application under this clause is conditional upon the Client providing Belong with the Advertisement Content within a reasonable amount of prior to the Offer Period.
5. Indemnity:
5.1 The Client will indemnify Belong against all costs (including credit agency costs and legal costs on a solicitor client basis), losses, damages and expenses incurred by Belong arising out of or in connection with the Client’s failure to:
5.1.1 honour the Offer (including any costs incurred by Belong where it or a third party appointed by Belong fulfils the relevant Offer (whether using the same or similar goods or services offered by the Client in the Offer) in order to maintain Customer satisfaction); or
5.1.2 otherwise failing to comply with this Agreement.
6. Invoices and Payment:
6.1 The Client will pay each invoice issued by Belong within the time period, and by electronic funds transfer to the bank account, set out in the Contract Details. Such payment must be for the full amount of the invoice and free of any deduction, withholding, setoff, counterclaim, restrictions or conditions except to the extent the deduction or withholding is required by law.
6.2 If the Client does not pay each invoice on the due date, Belong may remove the publication or broadcast of Offers from the Application and/or charge interest at the rate of 5% per calendar month on the overdue amount from the due date of payment until actual payment is made.
6.3 All sums payable under this Agreement are exclusive of GST.
7. Intellectual Property Rights
7.1 The Client grants to Belong a nonexclusive, royalty-free licence to use, copy, modify and publish the
Client’s trademarks and the Advertisement Content, for the purpose of Belong fulfilling its obligations under this Agreement (including modifying the Advertisement Content so that it is compatible with any display or other requirements of the Application).
7.2 The Client warrants and represents to Belong that it has the right to grant the licence in clause 7.1, and that the granting of such licence does not breach any other agreement with a third party.
7.3 The Client acknowledges that all intellectual property rights in the Application belong to Belong or its licensors and the Client will not contest or dispute such ownership rights.
8. Product Liability:
8.1 The Client will indemnify Belong against all costs, losses, damages and expenses incurred by Belong arising out of or in connection with goods or services provided by the Client to a User pursuant to an Offer, including (without limitation) damage to property, and death or personal injury, arising from any fault or defect in those goods or services.
9. Warranties
9.1 The Client will ensure that any undiscounted price of the goods or services (including any recommended retail price) that it specifies in an Offer is true and correct, and does not materially differ from the price that it usually charges for the provision of those goods or services in the ordinary course of its business.
9.2 The Client warrants that the Offers and Advertisement Content do not mislead or deceive or are likely to mislead or deceive, or breach any applicable law or industry code (including but not limited to the Fair Trading Act 1986), and are not offensive or defamatory.
9.3 The Client warrants that the Advertisement Content and its inclusion in any Offer does not infringe the intellectual property rights of a third party and the Client will indemnify Belong against all costs, losses, damages and expenses incurred by Belong arising out of or in connection with any breach of this warranty.
10. Limitation of Liability
10.1 Belong will not be liable whether in contract, tort (including negligence) or otherwise for any loss of profits, or indirect or consequential loss or damage, suffered or incurred by the Client arising out of or in connection with this Agreement.
10.2 Belong’s maximum liability to the Client out of all claims for loss or damage under this Agreement will not exceed in aggregate the fees actually paid to Belong under this Agreement by the Client in the six months prior to the time such liability arises.
10.3 Neither party will be liable to the other for any delays or non-performance of contractual obligation under this Agreement caused by reason of flood, earthquake, war or civil strife, hurricane, industrial disturbance, fire, lockout, epidemic, failure or delays of scheduled transportation facilities, or other acts of God or any law, order, decree, rule or regulation of any government authority or for any other reason whether of similar or dissimilar nature beyond the control of the parties (Force Majeure Event), provided that each party has taken all reasonable steps to minimise any loss, damage or delay resulting from a Force Majeure Event.
10.4 The Client acknowledges that any loss or damage incurred by a User in relation to an Offer will not be recoverable from Belong.
11. Term and Termination
11.1 This Agreement shall commence on the date set out in the Contract Details and, unless terminated earlier in accordance with this Agreement, continue until the end of the Offer Period.
11.2 On termination of this Agreement Belong may immediately withdraw any Offer from the
Application.
11.3 Belong may terminate this Agreement at any time upon giving the Client 60 days’ written notice.
11.4 Belong may terminate this Agreement immediately if the Client commits a material breach of this
Agreement, cease operations or becomes subject to any form of insolvency or external administration.
11.5 The following clauses will survive termination of this Agreement for whatever reason: clauses 5
(Indemnity), 6 (Invoices and Payment), 7 (Intellectual Property Rights), 8 (Product Liability), 9
(Warranties), 10 (Limitation of Liability), 11 (Term and Termination) and 13 (General).
12. Dispute Resolution
12.1 If a dispute between the parties arises out of or relates to this Agreement (the Dispute) a party to the Agreement may not commence any court or arbitration proceedings relating to the
Dispute unless it has complied with the following paragraphs of this clause, except where the party seeks urgent interlocutory relief.
12.2 A party claiming the Dispute has arisen under or in relation to this Agreement must give written notice to the other party specifying the nature of the Dispute. On receipt of that notice, the parties will use all reasonable endeavours to resolve the Dispute by discussion, consultation, negotiation or other informal means.
12.3 If the Dispute is not resolved within 15 Working Days of the notice being given pursuant to clause 12.2, the dispute must be referred to mediation before commencing litigation. Either party may initiate mediation by giving written notice to the other party. If the parties cannot agree on a mediator within five Working Days of such notice, the mediator will be selected by the President for the time being of LEADR or its successor. If the dispute is not resolved within 20 Working Days of the mediator being appointed, then each party has the right to pursue any other legal remedy available to it.
13. General
13.1 Any notice given pursuant to this Agreement must be in writing or by email and sent to the registered office or principal place of business of the other party or to such other address as may be notified by either party from time to time. Communications by email will be deemed to be received when transmitted or sent to the correct email address of the recipient. Any other communication in writing will be deemed received when left at the specified address of the recipient or on the third Working Day (being Monday to Friday following posting.
13.2 No waiver of any breach of this Agreement will be deemed to be a waiver of any other or any subsequent breach. The failure of any party to enforce any provision of this Agreement at any time will not be interpreted as a waiver of the provision.
13.3 This Agreement constitutes the entire agreement between the parties and supersedes all previous negotiations, commitments and/or writings, provided that, where a confidentiality agreement has previously been signed by the parties, that confidentiality agreement will continue in full force and effect except to the extent of any inconsistency with this Agreement.
13.4 The Client will not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Belong.
13.5 If any provision of this Agreement is invalid or unenforceable, the remaining provisions of this
Agreement will not be affected and will continue in full force.
13.6 This Agreement may be executed by the parties in counterparts, each of which will be deemed an original and all of which will constitute together one and the same agreement.
13.7 The Client will keep the terms of this Agreement confidential and may not disclose the same to third party without prior written consent of Belong.
13.8 This Agreement is subject to the laws of New Zealand.
1. Introduction
1.1 Belong Services Limited, trading as ‘Belong’ (Belong) and the Client wish to enter into an agreement regarding advertising, content integration and provision of promotional offers (“the Offer”) to be provided by the Client, and to be made available to Users of our Application.
2. Definitions:
“Advertisement Content” means any text, graphics, videos, sound recordings and any other content provided by the Client to Belong as part of the Offer;
“Application” means the Belong application software which allows employees of Belong's customers to access, among other things, promotions, offers and discounts, including Offers in specific geographical locations where the employee is located at any given time;
“Contract Details” means the contract details to which these General Service Provider Terms and Conditions are attached;
“Offer” means a deal offered by the Client to Users and advertised on the Application, as set out in the Contract Details;
“Offer Period” means the period set out in the Contract Details;
“Users” means users of the Application; and
“Working Day” means Monday to Friday, excluding public holidays in Auckland.
3. Agency
3.1 The parties acknowledge that, at all times, Belong will act as agent for the Client in promoting an
Offer and the Client will be solely responsible for carrying out its obligations under an Offer. Belong will not be responsible for any warranty claims and any obligations of the Client under the Consumer Guarantees Act 1993, and such warranty claims and obligations are the sole responsibility of the Client.
4. Promotion
4.1 Belong will advertise and promote the Offer on the Application during the Offer Period using the Advertisement Content provided by the Client. The Client acknowledges that at any time, Belong may withdraw and/or refuse to publish any Advertisement Content on the Application without incurring any liability to the Client if Belong reasonably believes that the Advertisement Content and/or Offer may make Belong or the Client liable to any complaint, claim or proceedings by any third party. Belong will, where it is reasonably practicable to do so, will inform the Client of any withdrawal or refusal to publish any Advertisement Content and/or Offer. Belong's obligation to advertise and promote the Offer on the Application under this clause is conditional upon the Client providing Belong with the Advertisement Content within a reasonable amount of prior to the Offer Period.
5. Indemnity:
5.1 The Client will indemnify Belong against all costs (including credit agency costs and legal costs on a solicitor client basis), losses, damages and expenses incurred by Belong arising out of or in connection with the Client’s failure to:
5.1.1 honour the Offer (including any costs incurred by Belong where it or a third party appointed by Belong fulfils the relevant Offer (whether using the same or similar goods or services offered by the Client in the Offer) in order to maintain Customer satisfaction); or
5.1.2 otherwise failing to comply with this Agreement.
6. Invoices and Payment:
6.1 The Client will pay each invoice issued by Belong within the time period, and by electronic funds transfer to the bank account, set out in the Contract Details. Such payment must be for the full amount of the invoice and free of any deduction, withholding, setoff, counterclaim, restrictions or conditions except to the extent the deduction or withholding is required by law.
6.2 If the Client does not pay each invoice on the due date, Belong may remove the publication or broadcast of Offers from the Application and/or charge interest at the rate of 5% per calendar month on the overdue amount from the due date of payment until actual payment is made.
6.3 All sums payable under this Agreement are exclusive of GST.
7. Intellectual Property Rights
7.1 The Client grants to Belong a nonexclusive, royalty-free licence to use, copy, modify and publish the
Client’s trademarks and the Advertisement Content, for the purpose of Belong fulfilling its obligations under this Agreement (including modifying the Advertisement Content so that it is compatible with any display or other requirements of the Application).
7.2 The Client warrants and represents to Belong that it has the right to grant the licence in clause 7.1, and that the granting of such licence does not breach any other agreement with a third party.
7.3 The Client acknowledges that all intellectual property rights in the Application belong to Belong or its licensors and the Client will not contest or dispute such ownership rights.
8. Product Liability:
8.1 The Client will indemnify Belong against all costs, losses, damages and expenses incurred by Belong arising out of or in connection with goods or services provided by the Client to a User pursuant to an Offer, including (without limitation) damage to property, and death or personal injury, arising from any fault or defect in those goods or services.
9. Warranties
9.1 The Client will ensure that any undiscounted price of the goods or services (including any recommended retail price) that it specifies in an Offer is true and correct, and does not materially differ from the price that it usually charges for the provision of those goods or services in the ordinary course of its business.
9.2 The Client warrants that the Offers and Advertisement Content do not mislead or deceive or are likely to mislead or deceive, or breach any applicable law or industry code (including but not limited to the Fair Trading Act 1986), and are not offensive or defamatory.
9.3 The Client warrants that the Advertisement Content and its inclusion in any Offer does not infringe the intellectual property rights of a third party and the Client will indemnify Belong against all costs, losses, damages and expenses incurred by Belong arising out of or in connection with any breach of this warranty.
10. Limitation of Liability
10.1 Belong will not be liable whether in contract, tort (including negligence) or otherwise for any loss of profits, or indirect or consequential loss or damage, suffered or incurred by the Client arising out of or in connection with this Agreement.
10.2 Belong’s maximum liability to the Client out of all claims for loss or damage under this Agreement will not exceed in aggregate the fees actually paid to Belong under this Agreement by the Client in the six months prior to the time such liability arises.
10.3 Neither party will be liable to the other for any delays or non-performance of contractual obligation under this Agreement caused by reason of flood, earthquake, war or civil strife, hurricane, industrial disturbance, fire, lockout, epidemic, failure or delays of scheduled transportation facilities, or other acts of God or any law, order, decree, rule or regulation of any government authority or for any other reason whether of similar or dissimilar nature beyond the control of the parties (Force Majeure Event), provided that each party has taken all reasonable steps to minimise any loss, damage or delay resulting from a Force Majeure Event.
10.4 The Client acknowledges that any loss or damage incurred by a User in relation to an Offer will not be recoverable from Belong.
11. Term and Termination
11.1 This Agreement shall commence on the date set out in the Contract Details and, unless terminated earlier in accordance with this Agreement, continue until the end of the Offer Period.
11.2 On termination of this Agreement Belong may immediately withdraw any Offer from the
Application.
11.3 Belong may terminate this Agreement at any time upon giving the Client 60 days’ written notice.
11.4 Belong may terminate this Agreement immediately if the Client commits a material breach of this
Agreement, cease operations or becomes subject to any form of insolvency or external administration.
11.5 The following clauses will survive termination of this Agreement for whatever reason: clauses 5
(Indemnity), 6 (Invoices and Payment), 7 (Intellectual Property Rights), 8 (Product Liability), 9
(Warranties), 10 (Limitation of Liability), 11 (Term and Termination) and 13 (General).
12. Dispute Resolution
12.1 If a dispute between the parties arises out of or relates to this Agreement (the Dispute) a party to the Agreement may not commence any court or arbitration proceedings relating to the
Dispute unless it has complied with the following paragraphs of this clause, except where the party seeks urgent interlocutory relief.
12.2 A party claiming the Dispute has arisen under or in relation to this Agreement must give written notice to the other party specifying the nature of the Dispute. On receipt of that notice, the parties will use all reasonable endeavours to resolve the Dispute by discussion, consultation, negotiation or other informal means.
12.3 If the Dispute is not resolved within 15 Working Days of the notice being given pursuant to clause 12.2, the dispute must be referred to mediation before commencing litigation. Either party may initiate mediation by giving written notice to the other party. If the parties cannot agree on a mediator within five Working Days of such notice, the mediator will be selected by the President for the time being of LEADR or its successor. If the dispute is not resolved within 20 Working Days of the mediator being appointed, then each party has the right to pursue any other legal remedy available to it.
13. General
13.1 Any notice given pursuant to this Agreement must be in writing or by email and sent to the registered office or principal place of business of the other party or to such other address as may be notified by either party from time to time. Communications by email will be deemed to be received when transmitted or sent to the correct email address of the recipient. Any other communication in writing will be deemed received when left at the specified address of the recipient or on the third Working Day (being Monday to Friday following posting.
13.2 No waiver of any breach of this Agreement will be deemed to be a waiver of any other or any subsequent breach. The failure of any party to enforce any provision of this Agreement at any time will not be interpreted as a waiver of the provision.
13.3 This Agreement constitutes the entire agreement between the parties and supersedes all previous negotiations, commitments and/or writings, provided that, where a confidentiality agreement has previously been signed by the parties, that confidentiality agreement will continue in full force and effect except to the extent of any inconsistency with this Agreement.
13.4 The Client will not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Belong.
13.5 If any provision of this Agreement is invalid or unenforceable, the remaining provisions of this
Agreement will not be affected and will continue in full force.
13.6 This Agreement may be executed by the parties in counterparts, each of which will be deemed an original and all of which will constitute together one and the same agreement.
13.7 The Client will keep the terms of this Agreement confidential and may not disclose the same to third party without prior written consent of Belong.
13.8 This Agreement is subject to the laws of New Zealand.
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