Rave Build Terms & Conditions of Use
terms & conditions
RAVE BUILD: TERMS AND CONDITIONS OF USE
Last Updated: 27/03/2024
Introduction
1.1 You must accept this Agreement (by either executing a Subscription Form or, as applicable, accepting these Terms and our Privacy Policy online) before accessing and using the Service.
1.2 By accessing the Service, you consent to be bound by, and are deemed to be a party to, thisAgreement. If you do not agree with all of the terms of this Agreement, do not access theService.
1.3 This Agreement is entered into by you as a user of the Service. You confirm that you have the authority to act on behalf of any entity for whom you are using the Service.
1.4 From time to time we may need to make changes to this Agreement. We will notify you of any changes to this Agreement by posting them on the Website ravebuild.co.nz/terms-of-service and you agree by continuing to access or use the Service to be bound by the updated terms and conditions. If any change materially detrimentally affects your rights under this Agreement, we will notify you (by email) in advance of making the change and you may terminate yourAgreement (on 30 days written notice) to us.
2. Definitions and interpretation
2.1 In this Agreement, unless the context otherwise requires:
Account means the Subscriber’s account accessible via the Service.
Agreement means your Subscription Form, these terms and conditions of use and our PrivacyPolicy (as amended by us from time to time).
Authorised User means any of the personnel, contractors, agents, or representatives of the Subscriber that the Subscriber has authorised to access and use the Service on its behalf in respect of a particular Project, as notified pursuant to clause
Conference/Business Trips means any meeting/conference/presentation where Rave is asked by you to travel and/or present at in regard to show casing Rave Products.
Confidential information means all written and oral information provided by either party to theother (and, in the case of Rave, to any Authorised User) or to which the other party (including in the case of the Subscriber, its Authorised Users) gain access. It is acknowledged and agreed that all information regarding the Service and the Software is Confidential Information of Rave.
Cool off Period means the first 14 days after the signed contract is returned and confirmation of payment has been received. This is the period at which a contract may be terminated without penalty. The Onboarding and Account Activation fees are non refundable.
Database means the database (accessed via the Service) in which all Project Data for each of your Projects is held.Effective Date has the meaning given to it in clause
Fees means the fees, costs and/or expenses payable by you to Rave (from the Effective Date) in connection with the Service, as specified in your Subscription Form or as otherwise notified byRave from time to time throughout the Term. The Fees include, without limitation, the Onboarding, Account Activation and Subscription Fees.
Privacy Policy means our privacy policy in place from time to time and contained on ourWebsite at ravebuild.co.nz/privacy-policy.Project means a building project of the Subscriber in respect of a single dwelling (or property title) and in respect of which the Subscriber wishes to use the Service.
Project Data means any and all data (including any text or images and personal information)relating to you, your Authorised Users and any Project that is entered into the Database directly by you or any Authorised User or indirectly as a result of the application of any rules contained in the Software.
Reports means the reports generated by you from the Database. The type and form of each available report is specified in your Subscription Form, subject to any agreed modification undertaken by Rave pursuant to clause
Service means the customer relationship management, document storage and management, messaging, time management, risk management, tender management and building project management tool made available through the Website (including, as applicable, access to and use of the Database, Reports and Support Services) as detailed on your Subscription Form. Onboarding and Account Activation fees include the training fee specified as such in your Subscription Form which is dependant upon the modules you've purchased. The onboarding and activation fees include up to 5 hours of remote training for the basic Rave package excluding the Financial Management module. Software means the build management related software (and any related software) that is owned (or licensed) by Rave and made available to you through the Service.
Subscriber means the main person who registers to access and use the Service and includes theentity for whom that person enters into this Agreement on behalf of.
Subscription Fees means the monthly subscription fees payable by you for the Service, as specified in your Subscription Form.Subscription Form means the contract form executed by you and Rave.Support Services means:(a) the standard access, support, training and maintenance services provided by (or on behalf of) us in connection with the Service, as specified in the Rave Support Portal; and(b) any other support or training services agreed by the parties pursuant to clause
User Documentation means the printed or electronic documents supplied (or made available on the Website) by Rave relating to the Service and the Software, as updated by Rave from time to time. We, us, our or Rave means Rave Build Management Limited. Website means [pro.ravebuild.com] or [www.ravebuild.co.nz] or [blog.ravebuild.com] or such other website as notified by us from time to time. You means either the Subscriber and as the context permits, includes the Authorised Users, and your has a corresponding meaning.
3. Term
3.1 This Agreement shall be in effect from the date on which you accept these Terms of Use or execute your Subscription Form (as applicable) and shall remain in effect until terminated in accordance with this Agreement.
4. Service
4.1 Subject to compliance by you with this Agreement, we grant you a non-exclusive, non-transferable right for your Authorised Users to access and use the Service and the Reports during the Term (and, if applicable, any Run-on Period) solely for the purpose of undertaking Projects in the manner anticipated by this Agreement and the Website.
4.2 We will:(a) provide you with the standard Support Services specified in the Rave Support Portal. The cost of these such standard Support Services is included in the Onboarding and Account Activation Fee.(b) if you wish to request additional Support Services from us at any time throughout the Term and Rave agrees to provide such additional services, we will provide such additionalSupport Services to you on a time and materials basis (at the rates notified by us to you atthe time of your request.
4.3 You acknowledge that the operation of the Service depends on the entry by you and yourAuthorised Users of accurate and up to date information (including Project Data). You undertake to ensure that all information (including Project Data) inputted into the Service and Database (including for the purposes of registration) is accurate and up to date and without material omission.
4.5 Terminal equipment, communications links and systems compatibility (and all costs associated with such items) are your (or your Authorised Users, as applicable) sole responsibility. Weaccept no responsibility for any unavailability of, or defects in, the Website or the Service to the extent such unavailability or defects arise out of or in connection with terminal equipment, communications links or systems compatibility, or your (or your Authorised Users) failure tomake payment of the costs for such items.
4.6 We reserve the right to modify, amend or cease to offer the Service (or any part of the Service)upon providing you with thirty (30) days written notice. If any such modification, amendment orcessation materially detrimentally affects your use of the Service, you may terminate this Agreement with us by providing us with 30 days written notice of such termination.
5. Registration and access to the Service
5.1 Upon payment by you (in full) of the Onboarding and Account Activation Fee and the first monthly instalment of the Subscription Fees, Rave will activate your Account for you through which you (and yourAuthorised Users) may access and use the Service.
5.2 Following the activation of your Account, you may register each Project separately on your Account and you must nominate (via your Account) your Authorised Users that may access theService and Database (on your behalf) in respect of each such Project. All relevant personnel must be registered as either “site staff” or “staff users” in your Account. You must not (and must ensure your Authorised Users do not) register any employee as a contractor in your Account.
5.3 The number of Authorised Users you can nominate on your Account is capped (as specified inyour Subscription Form). If you exceed your specified cap, you may incur additional SubscriptionFees (or be automatically upgraded to a new user tier, which attracts higher Subscription Fees, as specified in your Subscription Form).
5.4 You must register a separate Project on your Account for each dwelling or title, even if Projectsare related. If it is determined by us that a registered Project relates to more than one dwelling or title, you will be deemed to have registered a number of Projects equal to the relevant dwellings or titles (for the purposes of our assessment of the Fees under this Agreement).
6. Authorised Users
6.1 You are responsible for keeping all access information, including email addresses and log-on credentials, secret and secure. Without limiting the foregoing, you agree:(a) not to allow any person other than Authorised Users to access and use the Service via your Account;(b) not to disclose and to ensure that Authorised Users do not disclose their user name or log-on credentials to any other person;(c) to ensure that none of your Authorised Users (or any other person under your control)attempts to gain unauthorised access to the Service, including but without limitation, through hacking or password mining;(d) to inform us immediately of any known or suspected unauthorised access to and use of the Service; and(e) that you have sole responsibility for setting the administration privileges of each Authorised User and for monitoring whether those privileges are being adhered to.
6.2 You must notify each Authorised User of the terms of this Agreement and ensure that each of them strictly comply with the terms. You are solely responsible (and liable) for ay failure of yourAuthorised Users to comply with the terms of this Agreement (as if it were a breach by you of this Agreement).
7. Restrictions on use
7.1 In respect of your (and your Authorised Users) access to and use of the Service you will comply(and will ensure your Authorised Users comply) with, all User Documentation, applicable laws, rules and regulations, together with all instructions, guidelines, procedures and policies notified by Rave from time to time.
7.2 You must not (and must ensure your Authorised Users do not):(a) use the Service in a manner that may damage, disable, overburden or impair either theService or the networks connected to the Service;(b) modify, translate, reverse engineer, decompile, disassemble or create derivative works of the Service (or any part of them) or otherwise attempt to: (i) defeat, avoid, by-pass, remove, deactivate or otherwise circumvent any software protection mechanisms in theService (or any part of them), including, without limitation, any such mechanism used to restrict or control the functionality of the Service; or (ii) derive the source code or the underlying ideas, algorithms, structure or organisation form of the Service (or any part of them); or(c) distribute through the Service any attachments, documents or files that: (i) infringe on any copyright, patent, trade secret, trademark or other third party proprietary rights; (ii)violate any law, statute, ordinance or regulation; (iii) are defamatory, libellous or obscene; or (iv) contain viruses, trojan horses, worms, time bombs, or similar harmful programming routines.
7.3 We may at our discretion use technology (including digital rights management protocols) or other means to protect the Service, protect its customers, or to prevent you from breaching thisAgreement.
7.4 You may not access the Service if you are a direct competitor of ours, except with our prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
8. Ownership and Intellectual Property Rights
8.1 Subject to clause 9.3, title and associated intellectual property rights in the Project Data remain your (or, as applicable, the relevant Authorised User’s or third party’s) property.
8.2 Subject only to your rights in the Project Data (as specified in clause 8.1): (a) the Service, Database, Reports, Website and Software are protected by copyright and other interests and are proprietary and confidential to us (or our third party licensors and/or suppliers); and(b) all rights, title and interest in and to the Service, Database, Reports, Website andSoftware, including associated intellectual property rights, are and will remain vested in us or our third party licensors or suppliers (as applicable).
8.3 Beyond the rights expressly granted in this Agreement, nothing contained in this Agreement confers on you any right or interest in, or licence or permit to use, any of the intellectual property rights in the Service, Software, Database, Reports or Website.
8.4 You acknowledge and agree that:(a) no obligation, warranty, undertaking or promise made by us in this Agreement shall apply in respect of any third party software accessed and used by you (or us for the purposes of fulfilling our obligations under this Agreement); and(b) you must comply with any restrictions of use in any agreement entered into in respect of any Third Party Software used in connection with (or incorporated into) the Service.
8.5 If you provide us with ideas, comments or suggestions relating to the Website or the Service(together feedback):(a) we may use or disclose the feedback for any purpose; and(b) all rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us.
8.6 You will not remove any trade mark or copyright notice from any tangible item obtained via theService and will, if requested by Rave, add the words “@2008 Rave Build Management Limited, ALL RIGHTS RESERVED” (or such other notice) to any tangible materials obtained via the Service.
9. Project Data
9.1 You acknowledge that we are not responsible for, and have no liability in respect of, the ProjectData, loss or corruption of the Project Data (unless such loss or corruption results directly from our negligence), or how you or any of your Authorised Users use the Reports, Project Data or Service. You are solely responsible for the Project Data (including the contents of your text and e-mail messages, attachments and stored files) and we reserve the right to remove from our servers any content that may expose us to potential liability.
9.2 You grant a non-exclusive licence to us in respect of all Project Data to the extent necessary to provide the Service and exercise our rights under this Agreement.
9.3 You grant to us a non-exclusive royalty free world-wide and irrevocable license permitting us to copy, anonymize, aggregate, process and display project Data to derive anonymous statistical and usage data, and data about the functionality of the Service, provided such data cannot be used to identify you or your Authorised Users (Anonymous Data), for the purposes of combining or incorporating such Anonymous Data with or into other similar data and information available, derived or obtained from other clients, licensees, users, or otherwise (when so combined or incorporated, referred to as Aggregate Data), so as to permit us to provide services including the copying, publication, distribution, display licensing or sale of Aggregate Data and related or similar other statistics or data to third parties. We will be the owners of all right, title and interest in and to the Aggregate Data.
9.4 You warrant and represent that:(a) you have the right to grant the licence in clause 9.3 in respect of all Project Data, and inputting the Project Data in the manner anticipated by the Agreement and the Service; and(b) use of the Project Data by us, you or any Authorised User in connection with the Service will not breach any laws or the rights (including the intellectual property and/or privacy rights) of any person.
9.5 You are solely responsible for maintaining a copy of all your Project Data. We have in place for our own purposes policies and procedures to prevent data loss (and recovery) but does not make any guarantee around loss of any Project Data and, as such, we expressly exclude any liability for any loss or corruption of any Project Data.
10. Reports
10.1 The Reports that you are entitled to receive in connection with each Project (including the form of each such Report) are made available via the Service with permission.
10.3 If you wish to obtain a Report, or form of Report, not specified on the Website, you may request such modified Report from us and, if (in our sole discretion) we agree to provide you with the modified Report, we will charge you the cost of making such modifications (on a time and materials basis, as notified by us).10.2 You may only use Reports for your internal business purposes in connection with the relevantProject. You will not sell or otherwise commercially exploit any Reports.
11. Third party websites and material
11.1 The Website and the Service may contain links to other websites or resources over which Rave does not have control (External Websites). Such links do not constitute an endorsement by Rave of those External Websites. You acknowledge that Rave is providing these links to you as a convenience, and you further agree that Rave is not responsible for the content of any ExternalWebsites. Your (and your Authorised Users’) use of the External Websites is entirely at your own risk and is subject to the terms and conditions of use and privacy policies located on the ExternalWebsites.
12. Acknowledgement
12.1 You acknowledge and agree that we are simply facilitating your ability to undertake the administration of your Projects more efficiently, and that you are solely responsible (and liable)for:(a) each Project (including the build work) and all persons involved in each Project; and(b) any claims from or fines levied by any person in connection with a Project.
13. Fees
13.1 In consideration of your (and your Authorised Users’) use of the Service, you will pay us the Fees(together with any other costs and expenses payable by you in respect of the Service). Your Fees are specified in your Subscription Form (and as otherwise reviewed from time to time in accordance with this Agreement).
13.2 We may increase the Fees by 5% annually, effective from 1 January each year. [We will notify youof such an increase 30 days prior to such an increase becoming effective.
13.3 Our Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on Rave’s income. If Rave is required to pay or collect any federal, state, local, or value-added tax on any fees charged under this Agreement, or any other Rave’s net income, then such taxes and/or duties will be billed to and paid by you immediately upon receipt of Rave’s invoice and supporting documentation for the taxes or duties charged.
13.6 Additional Fees may be incurred for:
(a) registration of additional Authorised users (in excess of any applicable user cap);
(b) On Site training;(b) importing of custom data bases and customizations;
(c) consultation or development work. These additional fees will either be specified in your Subscription Form or quoted to you before the relevant work commences (as applicable). Custom development work will require a 50% deposit upon acceptance of the quote, with the balance due within five days of the release of such work to you.
13.8 If our personnel are required to attend a Conference/Business Trip, we will on charge the travel and accommodation costs (including flights) to you. Rave staff will present at these events by invitation only.
13.9 When paying invoices via credit card, GoCardless (or any other third party payment processor used by Rave) there will be a standard merchant fee added automatically to the payment, as setout in your Subscription Form (and/or your invoice).
14. Payment of Fees
14.1 Fees are payable by you (without set-off or deduction, withholding or counterclaim) on the basis set out in your Subscription Form and/or your invoice. This is strictly the 20th of the month following the date of the invoice. However, you acknowledge and agree that:(a) the Onboarding and Activation Fee is due and payable on or prior to the Effective Date. Activation of your Account on the Website is strictly subject to payment by you of the Onboarding and Activation Fee; and(b) the Subscription Fees are payable monthly, in advance. The first monthly instalment of your Subscription Fees is due and payable on or prior to the Effective Date. Activation of your Account on the Website is strictly subject to payment by you of this first instalment of the Subscription Fees.
14.2 Where you have provided credit or debit card details to us, we are authorised to deduct any Fees from that card as and when due under this Agreement.
14.3 If you default in payment of any amount payable under this Agreement (including by way of any payment we attempt to deduct from your credit or debit card in accordance with this Agreement being declined), we may:(a) suspend the provision of the Service until such time as you have made payment in full of all amounts due and owing under this Agreement;(b) charge interest on the unpaid amount from the due date until the date of actual payment at 10% per annum, compounded monthly until paid; and(c) charge you all costs incurred by us in connection with the recovery of the unpaid amounts, including the charges from debt recovery services and legal fees on a solicitor and own client basis.
15. Termination and suspension
15.1 Either party may terminate this Agreement on providing 30 days written notice to the other party, with such termination becoming effective at the end of the current contract period. The remaining balance of the contract period will be due upon termination of the Agreement being accepted by Rave. It is at the sole discretion of Rave as to if we provide a discount on the remaining contract period. If there is a Master Service Agreement in place the termination period may differ.
15.2 We may immediately by notice in writing to you, terminate this Agreement (or, acting reasonably, suspend the provision of the Service to you) where:
(a) you fail to comply with any material term of this Agreement;
(b) you fail to pay any applicable Fees or other amounts by the due date for payment and fail to remedy such failure within 10 days of such failure occurring;(c) you (or any of your Authorised Users or personnel) breach, or attempt to breach, any ofRave’s security protocols or systems the Website, or access (or attempt to access) an account that does not belong to you;(d) you commits an act of bankruptcy or makes any assignment or composition with its creditors, becomes liable to be placed in liquidation, cannot pay its debts when they fall due or is deemed not to be able to pay them in accordance with Section 287 of theCompanies Act 1993, has a liquidator appointed or its Board or shareholders propose orpass a resolution to appoint a liquidator, or has a receiver manager or statutory manager appointed/required by law; or(e) we consider it necessary or desirable to do so to protect our interests or reputation or the interests of any other person.
15.3 We may also, acting reasonably, suspend access to the Website and the Service at any time:
(a) for such time as is needed to carry out maintenance determined by Rave to be necessary;
(b) to reduce or prevent interference with the Website or the Service;
(c) if required to do so as a result of a direction by any Government, law enforcement or other authority.
15.4 You may by notice in writing to Rave, terminate this Agreement where:
(a) we fail to comply with any material term of this Agreement; or
(b) there is an appointment of any type of insolvency administrator in respect of Rave’s affairs.
15.5 Subject to clause 15.6, upon termination of this Agreement (for any reason):
(a) you acknowledge and agree that no Fees (paid in advance and which relate to the period following termination) will be refunded to you, except that, if this Agreement is terminated by you for our breach, we will refund any Subscription Fees paid in advance that relate to the period following termination;
(b) you must immediately cease (and ensure all Authorised Users immediately cease) to access or use the Service and destroy all access codes or passwords related to theService and Confidential Information in your possession or under your control;
(c) all of your Project Data, other than Anonymous Data or Aggregate Data, shall be deleted from the Database, provided that you may request (within 14 days of termination or, if applicable, the end of the Run-on Period) that we input all of your Project Data in theDatabase at such date into a Microsoft Excel spreadsheet and provide such spreadsheet to you;
(d) your Account shall be removed from the Website;(e) any termination will be without prejudice to any prior breaches by you (or any of yourAuthorised Users) of this Agreement; and(f) any provision of this Agreement intended to survive termination shall survive.
16. Updates and new versions
16.1 We may provide updates to or new versions of the Software or Service (or any parts of them)and reserve the right to take down applicable servers hosting the Website and the Software to undertake such updates or install such new versions. You agree to comply with our instructions in relation to any update, new version or maintenance.
17. Records and audit
17.1 You will maintain full, accurate and up to date records of all Projects and your (and yourAuthorised Users’) access to and use of the Service.
17.2 You will provide us with access to your records, personnel and Authorised Users and such other information as its reasonably requested by us to enable us to confirm your (and your AuthorisedUsers’) compliance with this Agreement.
18. Warranties
18.1 We will use our commercially reasonable efforts to ensure that the Service are accessible by you in accordance with this Agreement.
18.2 In the event of any breach of clause 18.1 or any other term, condition or warranty that Rave is unable to exclude by law, your sole remedy will be (at our option) the resupply of the non-conforming Service within a commercially reasonable time or a refund of the Fees paid by you for such non-conforming Service.18.3 Rave does not represent that the Service are error-free or will satisfy your requirements. Nor does Rave provide any warranties in respect of the accuracy, completeness, timeliness or supply of information via the Website. The obligation of Rave in clause
18.1 is in lieu of all other warranties in respect of the Service. To the maximum extent permitted under applicable law, all other warranties, condition and representations, whether express, implied or verbal, statutory or otherwise, and whether arising under this Agreement or otherwise, are excluded (including, without limitation, the implied warranties of merchantability, non-infringement and fitness for a particular purpose).
18.4 We use commercially available anti-virus software in the provision of the Service, but we cannot guarantee that the Service will be free from viruses, trojan horses, worms, time bombs, or similar harmful programming routines.
18.5 You agree the Service are acquired for the purposes of a business, and as such, the guarantees provided under the New Zealand Consumer Guarantees Act 1993 do not apply.
19. Liability and indemnity
19.1 To the extent we do become liable to you in connection with this Agreement or the Service, then all claims by you against us whether in contract, equity, tort (including negligence), breach of statutory duty or otherwise) or any other theory of liability are, to the extent permitted by law, limited in aggregate to the Subscription Fees paid by you in the first year of the term of thisAgreement.
19.2 Under no circumstances will either party (or in the case of Rave, it third party licensors, suppliers or resellers), or any of their directors, officers or employees, be liable, whether in contract, equity, tort (including negligence, breach of statutory duty or otherwise) or any other theory of liability for any direct or indirect: loss of profits, loss of revenue, loss of data (including anyProject Data), loss of anticipated savings; or for any indirect, special or consequential loss whatsoever.
19.3 Under no circumstances will Rave (or any of its directors, officers or employees) be liable to you(or any of your Authorised users) for any claims relating to any Project. You will indemnify and hold us, our third party licensors, suppliers (and their directors, officers and employees),harmless from all claims, liabilities, damages, losses (including legal fees) and expenses, due toor arising out of any Project.
20. Assignment
20.1 This Agreement is personal to you and you will not license, assign, resell, share, pledge, rent or transfer any of your rights under this Agreement or any part of them without our prior written consent (which may be withheld in our absolute discretion). If you are not a natural person, any change of control in your corporate entity will be deemed an assignment.
21. Privacy
21.1 We collect and process your personal information and personal information of your AuthorisedUsers when you (or your Authorised Users, as applicable) access or use the Service. In order to provide you with the Service (and improve on them), we may also collect certain information about the performance of the Service and your (and your Authorised Users’) use of the Service.
21.2 Our access to and use of all such personal information is governed by our Privacy PolicyHowever, you acknowledge that information transmitted over the internet is inherently insecure.
21.3 By agreeing to this Agreement, you also agree to the way we handle your (and your AuthorisedUsers’) personal information under our Privacy Policy. You can access our Privacy Policy on theWebsite at ravebuild.co.nz/privacy-policy. Our Privacy Policy forms part of this Agreement.
21.4 You must:
(c) comply (and ensure compliance by your Authorised User) with all privacy laws(including the NZ Privacy Act 2020) in connection with the collection, use anddisclosure of any Personal Information of any person. This may include entering into adata processing agreement with us (as your data processor) if applicable;
(d) not (and will ensure your Authorised User do not) use the Website or the Service in away that violates (or may be considered inconsistent with) the privacy, rights or civil liberties of any person (including in a way that prevents the exercise of them);
(e) not (and will ensure your Authorised Users do not) share another person’s PersonalInformation without that person’s explicit permission;
(f) obtain all consents from all Authorised Users necessary under applicable laws, for us toprocess and/or disclose their Personal Information as necessary to perform the Service and otherwise comply with our obligations under this Agreement, and ensure that suchconsent is obtained from the correct person;
(g) notify us without undue delay if any Authorised User withdraws his or her consent, orany part of their consent, or objects to any processing of his or her Personal Information.This shall include any withdrawal of consent, or objection received by you (or yourAuthorised User) from a person to whom the Personal Information relates; and
(h) upon becoming aware of any unauthorised access, use or disclosure of PersonalInformation, or any other breach, or suspected breach, of your (or our) security safeguards, notify us without undue delay and provide timely information relating to the incident as it becomes known or as is reasonably requested by us.
22. Confidentiality
22.1 Unless otherwise consented in writing by one party to the other, each party will maintain theconfidentiality of all Confidential Information of the other obtained pursuant to this Agreement.The provisions of clause
22.1 do not apply to any information which:
(a) is public knowledge other than breach of this clause 22;
(b) is received from a third party who is in lawful receipt of the information and is able to disclose it to the recipient without restriction;
(c) is required by law to be disclosed; or
(d) in the case of Rave, is necessary for Rave to disclose in order to provide the Service.23. Force majeure
23.1 Neither party shall be liable for any delay or failure to fulfil its obligations under this Agreement arising directly or indirectly from any circumstance beyond the reasonable control of the affected party (including, without limitation, acts of God, flood, earthquake, storm, fire, epidemic, war, embargoes, riot or civil disturbance), provided that the affected party shall:(a) notify the other party as soon as practicable of the events; and(b) use all reasonable endeavours to continue to perform its obligations and mitigate the effects of the event.
24. Disputes
24.1 Neither you nor Rave will commence any court or arbitration proceedings relating to a question, difference or dispute relating to this Agreement or the Service (Dispute) unless each of us has first complied with this section.
24.2 Where any Dispute arises, you (or your representative) and Rave will negotiate in good faith inan attempt to resolve the Dispute amicably.
24.3 Where the Dispute cannot be resolved by way of good faith negotiations within 14 days (or such longer period agreed by you and us) of negotiations commencing, either you or we can elect tomediate any dispute in terms of the New Zealand Resolution Institute standard mediation agreement.
24.4 If the Dispute cannot be resolved by way of mediation then either party may initiate arbitration or litigation in New Zealand.
24.5 Nothing in this section will preclude a party from taking immediate steps to seek urgent injunctive relief before an appropriate court.25. General
25.1 Any problems that occur whilst accessing the Website or the Service (or any other correspondence with us) should be notified in writing by creating a support ticked at your earliest convenience.
25.2 Any notices to be provided by us to you pursuant to this Agreement shall be made by either posting such notice on the Website or emailing you at the email address you supplied to us for the purposes of opening your account on the Website.
25.3 This Agreement and the provision of the Service provided hereunder will be governed by NewZealand law and you agree to submit to the exclusive jurisdiction of the New Zealand courts in respect of any disputes or claims arising out of or in connection with the Service. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
25.4 Nothing express or implied in this Agreement shall be construed as constituting either party as the partner, agent, employee, office or representative of, or as a joint venture with, the other party, and neither party will make any contrary representation to any other person.
25.5 If any of provision of this Agreement is determined to be illegal, invalid or otherwise unenforceable, then to the extent, it shall be severed and deleted from these terms and the remaining terms shall survive and continue to be binding and enforceable.25.6 No delay, neglect, or forbearance on the part of either party in enforcing against the other party any term or condition of the Agreement shall either be or be deemed to be a waiver or in anyway prejudice any right of that party under the Agreement.
25.7 This Agreement constitutes the entire agreement between the parties with respect to the use of the Service and supersedes all prior or contemporaneous understandings regarding such subject matter.
25.8 Any provision necessary for the interpretation or enforcement of this Agreement shall survive any expiry of termination.
