Sinters Policies

Privacy Policy

Sinter respects your privacy. Once you choose to provide personally identifiable information, it will only be used in the context of your customer relationship with Sinter.

Any data collected from you will be used to tailor subsequent communications, assist in providing services requested by you, to continuously improve products and services, for future marketing promotions about products, ranges or services that we may offer now or in the future that may be of benefit to you (including to carry out direct marketing, market research and surveys) and for any other uses that you give Sinter permission to do so.

Sinter will not sell, rent, or lease your personally identifiable information to others. Unless required by law or your prior permission is obtained, Sinter will only share the personal data provided with other Sinter entities and/or business partners who are acting on our behalf to complete the activities described above.

With the exception of any Confidential Information, you agree to allow Sinter to use the information held about you and may exchange this information with our contractors, agents, representatives, and with credit reporting and debt collection agencies. Such Sinter entities and/or national or international business partners are governed by Sinter's privacy policies with respect to the strict use of this data.

If you access our website, then Sinter reserves the right to collect and store the following information:

1. IP address of the service/hardware (e.g. cable modem) used to connect to the internet
2. Domain name from which this website has been accessed
3. computer operating system (e.g. Windows XP, Macintosh OS X)
4. browser used to view this website
5. the search engine and keywords used to find this website
6. keywords used to search this website
7. date and time of visit
8. pages visited
9. email address (if provided in any communication with the website)

Unsubscribe Policy

We strive to only send e-mail to those who wish to receive them. If you would not like to receive future e-mails from Sinter, please use the 'unsubscribe' link located at the bottom of all Sinter's email communications.

Access and Correction

Under the New Zealand Privacy Act information Privacy Principle 6, consumers are entitled to access personal information held by agencies about themselves, and Principle 7 enables them to request correction. Any New Zealand citizen, permanent resident, or any other individual in New Zealand may make a request for access or correction of personal information under the Privacy Act.

The Privacy Act sets certain time limits for agencies to respond to requests. Agencies must respond "as soon as reasonably practicable" and in any case not later than 20 working days after receiving the request. Occasionally this request may take longer to fufill if multiple agencies are involved.

Disclaimer

Sinter has made every effort to ensure all information on this website is accurate. However, Sinter disclaims any and all liability for any statements or advice contained on, or omissions from, this website. Sinter does not endorse or represent the reliability or accuracy of any advice, content or information available on or through this website. All information is subject to change without notice.

Sinter's Acceptable Use Policy

Sinter's Acceptable Use Policy (AUP) (which includes the list of Prohibited Activites) is an intergral part of of your Service Agreement with Sinter.

Suspension or Termination of your account may occur if you engage in any of the activities prohibited by this policy. The AUP is designed to help Sinter protect both itself and you from any irresponsible or illegal activites. The AUP is a non-exclusive list of actions prohibited by Sinter. Sinter reserves the right to modify the AUP at anytime.

Prohibited Uses of Sinters Systems and Services

1. Transmission, distribution or storage of any material in violation of any applicable law or regulation is prohibited. This includes, without limitation, material protected by copyright, trademark, trade secret or other intellectual property right used without proper authorisation, and material that is obscene, defamatory, constitutes an illegal threat, or violates export control laws.


2. Sending Unsolicited Bulk Email ("UBE", "spam"). The sending of any form of Unsolicited Bulk Email through our servers is prohibited. Likewise, the sending of UBE from another service provider advertising a web site, email address or utilising any resource hosted on our servers, is prohibited. Our accounts or services may not be used to solicit customers from, or collect replies to, messages sent from another Internet Service Provider where those messages violate this Policy or that of the other provider.


3. Advertising, transmitting, or otherwise making available any software, program, product, or service that is designed to violate this AUP or the AUP of any other Internet Service Provider, which includes, but is not limited to, the facilitation of the means to send Unsolicited Bulk Email, initiation of pinging, flooding, mail-bombing, denial of service attacks.


4. Unauthorised attempts by a user to gain access to any account or computer resource not belonging to that user.


5. Obtaining or attempting to obtain service by any means or device with intent to avoid payment.


6. Unauthorised access, alteration, destruction, or any attempt thereof, of any information of any of our customers or end-users by any means or device.


7. Knowingly engage in any activities designed to harass, or that will cause a denial-of-service (e.g., synchronised number sequence attacks) to any other user whether on Sinters network or on another provider's network.


8. Using our Services to interfere with the use of our network by other customers or authorised users.

Limitations on Services Provided by Sinter

In addition to any other requirements of this AUP or the Terms and Conditions, the Service may only be used in a manner that is consistent with its purpose. In order to ensure that any service we provide operates as smoothly as possible, there are limitations on their use. These include, but are not limited to the following:

1. Web Hosting Services


1. Additional disk usage over your Server Disk Usage Allowance will be charged at the rate of $15 (incl gst) per 10Mb (10 Megabytes) per month.


2. System Resources: You acknowledge that the Service is provided using an environment where multiple users share a finite pool of servers and you agree not to engage in any activity that could overwhelm the servers with heavy CPU, memory or network usage that requires a disproportionate amount of the resources of our servers.


3. Dynamic Server-Side Scripts and Executables: It is your responsibility to ensure that any cgi-scripts, executable files or dynamic scripts, written by you and uploaded to our servers are written and configured in a secure and reliable manner.
   
   All responsibility for support and maintenance of these scripts lies with you unless stated otherwise in the terms of the Service provided. We may from time to time and without notice make upgrades to the software and hardware running on our Servers. It is your responsibility to ensure scripts still work as expected after these upgrades.


2. Additional Obligations


1. It is your responsibility to comply with any instructions or requests made by us with regard to the hosting of your website, or your domain name or any other service in a timely fashion.


2. You are responsible for protecting your passwords and for any authorised or unauthorised use of our systems and/or networks. All actions resulting from your passwords being compromised will remain your sole responsibility.


3. You are responsible for all the content or information residing on, obtained or transmitted via the Service. You must provide appropriate protection to prevent minors (persons under 18 years of age) from accessing any unsuitable material published via any Service. You must ensure there is no content that could be considered threatening, obscene, indecent, defamatory, threatening or that otherwise could adversely affect any individual, group or entity.


3. Your Responsibility for Your Users


1. You are responsible for the activities of your users and by accepting service from us, you agree to ensure that your customers/representatives and end-users abide by this Policy. Complaints about your customers/representatives or end-users will be forwarded to your registered contact email address where possible. If you violate Sinters Acceptable Use Policy (AUP), Sinter reserve the right to terminate your services or take action to stop you from violating the AUP as we deem appropriate, without notice.

Sinter's Terms and Conditions

These terms apply to all Services that we (Sinter Design and Development) provide to you anytime, whether now or in the future. These terms always apply except when we have expressly notified you otherwise in writing.

1. Provision of Services
1. Sinter Design and Development will:
1. use reasonable commercial efforts to provide and maintain, or cause a relevant Third-Party Service Provider to provide and maintain, the Service from the Commencement Date; and


2. if specified in the Service Specification, provide You or Designated Users with User Ids and Passwords for the first-time use of the Service.


2. Sinter may provide you with the Services as follows
1. Web Design and Development
1. You agree to make information and resources available in a timely manner so as to enable Sinter to fulfil our obligations specified to you in the Service Agreement in a timely manner.


2. We will use our reasonable endeavours to deliver the design, mock site and final solution to you in accordance with the Service Agreement.


3. The Service Agreement is based upon information that you provide to Sinter. Therefore, you must make sure that you provide all information in full on all matters. If you do not, the cost of the Service Agreement may change (see clause 3i).


4. When the Service Agreement is agreed and signed by you it is a complete statement of your requirements.


2. Hosting Services
1. We will provide the Hosting Services you have selected in the Service Agreement to you from the Completion Date. It is important to understand that we are providing you the Hosting Services from the Completion Date (not the 'live' or 'website launch' date) and so unless some other arrangement has been made in writing you will be billed in accordance with the Service Agreement from this point forward.


2. Sinter aims to provide consistent and reliable Hosting Services. We use professional hosting facilities but are dependent on services provided by a 3rd Party and cannot guarantee there will be no interruptions to the Hosting Services. When access to your Website is disrupted, Sinter will use reasonable endeavours to reinstate the Hosting Services as soon as possible.


3. Hosting Services will be delivered to you in whatever way Sinter deems to be most appropriate. Sinter reserves the right to choose or change the Hostring Supplier Carriers and any other suppliers at the sole discretion of Sinter.


4. Subject to any limitations in the Service Agreement, you may choose to change the Hosting Services by requesting the change in writing and we will action your request as soon as we are reasonably able to. Any change to the Charges for the Hosting Services will take effect on the day you are notified that the changed Hosting Services are available for your use. If you change your Hosting Services it is up to you to check what, if any, special terms and conditions may apply to the new Hosting Services or if there is any fee for changing the Hosting Services.


5. Sinter reserves the right to remove or change any Hosting Services offered and either replace them with new Services or move you on to the most similar or suitable Hosting Service available. If a Hosting Service is removed or changed that will affect you, you will be given as much notice as is practically possible.


3. Domain Name Registration
1. The Registrar's Obligations
1. Sinter Design and Development agrees that we will:
1. Comply with all .nz policies and accurately represent these to you;


2. disclose accurately and completely all our terms and conditions associated with your use of our services to register and maintain a domain name sought to be used by you, including price and billing information


3. comply with your lawful directions in a diligent and timely manner regarding your .nz domain name, (for example, registration, cancellation, amendment, deletion, and associated technical support and billing);


4. notify you of the registration of your domain name(s), including the details of: the domain name, your contact details, our contact details, the registration period, the unique authentication ID for your domain name and your obligations as a registrant;


5. arrange for correction of any error in the information in the register about any domain name registered to you when requested;


6. provide to you, or to someone we reasonably believe to be acting on your behalf, the unique authentication ID for your domain name when requested and for no charge;


7. use your personal information only as authorised by you;


8. take all reasonable steps to safeguard and protect all information about you stored in our databases and system(s);


9. comply with any order of any authority having jurisdiction regarding any domain name registered to you;


10. use our best endeavours to deal with any complaints you may have about the services we provide for you.


2. The Registrant's Obligations
1. You agree that you will
1. comply with the .nz policies. You agree that you have read and understood the current policies;


2. make sure all information you give us is accurate and complete; keep us informed of changes to any information you give us, and that you have the authority to enter into this agreement;


3. keep the unique authentication ID for your domain name and any other security information that we give to you confidential, safe and secure;


4. satisfy yourself that your use of a domain name will not infringe anybody’s intellectual property rights and protect us, and everybody we are in any business relationship with to provide services to you, from any such claim;


5. ensure that you only use our services for a lawful purpose;


6. ensure that the use of any domain name registered to you does not interfere with other users of the Internet;


7. ensure that any order of any authority having jurisdiction regarding any domain name registered to you is complied with;


8. protect us, and everybody we have a business relationship with, against any legal action taken against us because of the receipt or use of our services by you or someone you are responsible for, including reliance by us or anybody we have a business relationship with, on information supplied by you.


3. Duties of Other Persons
1. You agree that you will
1. make sure everyone you are responsible for or who uses a domain name registered to you also meets the above duties


4. Registration of a Domain Name
1. When a domain name in the .nz domain name space is registered to you, or in your name as directed by you, then you agree


1. that the following information becomes available to any member of the public:
1. your name
2. your contact details and
3. the domain name, its commencement and expiry dates and addresses/details of the name servers for it, and our name.


2. the domain name is registered in your name only because no other person has it according to the records of the register; and


3. neither we nor anybody else is representing anything else to anybody regarding that domain name. The entry of a domain name in the "who is" database shall not be taken as evidence of anything other than such registration; and


4. that you protect us and everybody we have a business relationship with to provide services to you, from any claim arising out of the domain name being registered in your name or as you direct.


5. Register is the Record
1. For all purposes the details shown in the register shall be treated as correct and the authoritative record.


6. Cancellation of a Domain Name
1. If we are going to cancel the registration of a domain name registered to you as a result of you not paying our charges relating to that registration, we will give you fourteen days notice before we initiate action to cancel that domain name.


7. Exclusion of Liability
1. We exclude all liability we may have to you for any claim except where we have acted in bad faith.This exclusion also applies for the benefit of:


1. InternetNZ, the registry and any other entity we are in any business relationship with;


2. every officer, employee, contractor, agent of us or any entity in this clause;


3. anyone else we get to perform our duties under any agreement you have with us. None of the persons specified above is liable or has to pay you for anything else in connection with or resulting from anything any of us does or does not do, or delays in doing, whether or not it is contemplated or authorised by any agreement you have with us. This exclusion applies whatever you are claiming for and in whatever way liability might arise. This exclusion does not prevent you getting a court order requiring us to do anything we have agreed to do for you and does not limit any rights you may have under the Consumer Guarantees Act 1993.


8. Limitation of our Liability
1. We have excluded all other liability we or any of the persons specified in clause 2(c)(vii) may have to you. If any of those persons is ever liable to you and, for any reason, cannot rely on the exclusion of liability set out in clause 2(c)(vii) then this clause applies. Where this clause applies, the maximum combined amount the persons specified above (together) will have to pay you and anyone else who uses the services we provide for you (together) is the amount of the last month's fee paid by you under this agreement.


9. Law and Jurisdiction Applying to this Agreement
1. Unless we otherwise agree in writing, this agreement contains all the terms of our relationship and continues to apply no matter where you are located at the time any of the services are provided or where you reside. This willbe the case until this agreement is cancelled except to the extent clause 2(c)(xiii) says otherwise. To the extent legally permitted:
1. all our services are provided under New Zealand law;


2. any claim or dispute arising out of or in connection with this agreement must be instituted within 60 days from the date the relevant service was supplied to you;


3. except as otherwise stated, you may take action against us only in a New Zealand court;


4. where you or any registrant for whom you act supplies incorrect information regarding a domain name and we incur cost in any matter concerning that name then we may recover the costs incurred by us from you.


10. Cancelling the Agreement
1. We may cancel or suspend this agreement by giving you one month’s notice if you do not meet your duties to us.


2. We may end the agreement for any other reason by giving you one month's notice.


11. More Than One Person
1. You are responsible for everybody who you permit to act for you as a registrant. We will take reasonable care to satisfy our self that you have permitted those persons to act for you.


12. Each Clause Separately Binding
1. Each clause of the agreement you have with us is separately binding. If for any reason we, you, or any of the persons specified in clause 2(c)(vii) cannot rely on any clause, all other clauses of it are binding.


13. Rights and Responsibilities that Continue
1. The cancelling of any agreement you have with us does not affect any rights and responsibilities, which are intended to continue or come into force afterwards


3. Variation of Service
1. Sinter may vary the Service Agreement at any time. Such variation will become effective 30 Days after notice of the variation to You. Continued use of that Service by You after the effective date will constitute acceptance of the variation by You.


2. Except as otherwise provided, the Service Agreement may not be varied, except by agreement in writing signed by the Parties.
4. Warranty
1. All Services under the Service Agreement are provided "as is" without any warranty or representation of any kind.


2. In particular, we do not warrant that the Website (if any) will:
1. be completely free of defect or error; or
2. be completely secure; or
3. work on all internet browsers, operating systems and screen resolutions.


3. You acknowledge that You are obtaining the Software, Equipment and the Services for the purposes of a business and that the Consumer Guarantees Act 1993 does not apply to the provision of Software, Equipment or the Services.


5. Your Responsibilities
1. When we have, or are going to, supply you with Services, it is your responsibility to:
1. promptly provide, all the information, assistance and approvals that we may reasonably require;


2. maintain backup data necessary to replace any of your data that is lost or damaged from any cause;


3. obtain, and if required pay for, any consents and licenses required for us to incorporate third party materials in the website; and


4. follow any instructions provided by us in respect of the Website and/or the Services and ensure that your employees, agents and contractors who uses the Website and the Services also meet your responsibilities under this Agreement when using the Website and/or the Services;


5. use the Services at all times strictly in accordance with our Acceptable Use Policy; and


6. keep strictly confidential any password and logon we give you for access to the administration functions of the Website.


2. You confirm that all data, images, software and other information you supply to us or place on your Website ("Your Materials") are:
1. complete and accurate and not likely to mislead or deceive or cause damage to the reputation of any person or company;


2. do not infringe the rights of any person (including intellectual property rights); and


3. are not offensive, harmful, upsetting, unlawful, or otherwise objectionable. For the avoidance of doubt, this includes complying with the Film, Videos and Publications Classification Act 1993 and the Films, Videos and Publications Classification Amendment Act 2005.


3. You agree that you will not, either on your own account or as a consultant, partner, agent, corporate trustee, shareholder or member of any other person or entity, induce, or attempt to induce, any employee or licensee of ours to terminate his or her employment or relationship with us.


6. Intellectual Property
1. You acknowledge that, Excluding any intellectual property provided by You, all Intellectual Property Rights and other rights in any Service (whether developed individually, collectively or jointly with You) including but not limited to any user interfaces, measurement and tracking tools, ideas, designs, templates, know how, software and documentation are either owned by or licensed to Sinter.


2. You must not:
1. use any Sinter or its affiliated or related companies' Trade Marks without prior written consent of Sinter; or


2. take any action that may interfere with or diminish Sinter or its affiliated companies’ rights, title and/or interest in any of the Trade Marks.


7. Limitation of Liability
1. Sinter disclaims all conditions and warranties (statutory, express or implied), including, without limitation, the implied warranties as to:


1. the title, fitness for a particular purpose, merchantability, accuracy or standard of quality of a Service (or any part thereof);


2. the results or data that may be obtained from the use of a Service; or


3. that a Service will be uninterrupted, error free, virus free, reliable or secure.


4. Incidental, indirect special or consequential loss or damage.


2. In no event will Sinter be liable for any loss incurred by or any damage howsoever caused to You or any person arising out of or in connection with the Service Agreement or a Service provided or omitted to be provided under the Service Agreement, whether in contract, tort, equity, under statute or otherwise arising from the relationship between the Parties and, whether direct or indirect, consequential, special or contingent, and whether foreseeable or not, including without limitation any financial loss or loss of business, profit, savings, revenue, data, contract, goodwill or use of any equipment.


3. If you maintain that notwithstanding clause 7(b), that you have a valid claim against Sinter arising out of the Service Agreement, it must be notified in writing to Sinter within 12 months of the incident giving rise to such claim or You will be deemed to have waived Your rights in respect of such claim.


4. Nothing under this clause will limit or exclude Sinter's liability which is not permitted to be limited or excluded under the laws of the New Zealand.


5. If, despite the other provisions of the Service Agreement Sinter is found to be liable to You, the total liability of Sinter in respect of a Service will not exceed the total charges paid by You to Sinter for that Service for the immediately preceding 3 months prior to the incident (or in case of a series of incidents arising from a common cause immediately preceding the first of such incidents) giving rise to that claim.


6. Sinter's shareholders, employees, agents, Third Party Service Providers and sub-contractors will have the benefit of the rights, exclusions and limitations of the provisions in this Clause as if such provisions were expressly for their benefit..


7. You acknowledge that You are obtaining the Software, Equipment and the Services for the purposes of a business and that the Consumer Guarantees Act 1993 does not apply to the provision of Software, Equipment or the Services.


8. Sinter are not responsible for any failure or delay to perform our obligations due to events beyond our control or failure by you to perform any of your responsibilities under this Agreement.


9. You Agree that:


1. Sinter will not be liable for the results you achieve from your use of the Services provided by Sinter, including any loss of profits, costs or damages related to products or services that you sell, or are unable to sell; and


2. to indemnify Sinter against any third party claims, damages, liabilities, costs and expenses arising out of the conduct of your business, including your use of the Services and the Website.


8. Charges and Deposits
1. You must pay all charges for the Services on their Payment Due Date. All charges paid to Sinter by You are nonrefundable; unless services are paid for in advance and these services are not provided by Sinter. Sinter reserves the right to demand payment for charges other than those specified in the Service Specification in the event that additional time and resources are reasonably utilized, and agreed to by You in writing, in order to provide the Service.


2. Unless otherwise specified in a Service Specification, all charges are inclusive of wholesale sales, value added, goods and services taxes, tariffs, duties or impositions of a similar nature imposed by any government or other authority.


3. If full payment of a charge has not been made on its Payment Due Date You will be in default and in addition to services suspended or terminated and You being liable for the outstanding amount Sinter may charge default interest on all sums outstanding at the rate of 2% per month on a daily basis from the Payment Due Date to the date full payment is received by Sinter and charge You any collection and handling fees incurred by Sinter.


4. Sinter may invoice You monthly fees in advance and usage in arrears on a monthly or other basis. Sinter reserves the right to amend a billing period and to submit interim invoices to You. Payment is due within 14 days of receiving the invoice.


5. You will be liable for all charges whether or not a Service was used by You or by any person with or without Your authority, knowledge or consent.


6. Sinter may require You to pay a deposit or provide some other form of security in relation to Your obligations under the Service Agreement. Sinter may apply the deposit to reduce or pay any sums due to Sinter on any account at any time. You must pay an amount equal to any shortfall of the deposit into Your account as may be required by Sinter. No interest will be payable to You on the deposit.


7. If You do not query any charge stated in an invoice within 10 Days of the date of the invoice then You will be deemed to have accepted the invoice.


8. In case of disputes over any Service usage or any part of any charge:
1. Sinter's decision based on its Service usage records and those of any third party who may assist Sinter to provide any Service will be final and binding on You;


2. any disputed amount may be taken to third party mediation should Sinter and You not agree to a final amount; and


3. You must not withhold payment of any part of any charge which is not in dispute.


9. Credit References and Provision of Related Services
1. You provide authorisation for Sinter to check your credit status with any credit reference agency and/or credit referees you provide as we see fit and to pass on credit information about you to any credit reference agency at any time. If you are not satisfied with the information about you which we receive from any credit reference agency, you must deal directly with the credit reference agency to resolve this.


2. You acknowledge that Sinter has the right to decline your application for Services (and/or any request for Additional Services) at Sinters discretion and will not disclose any credit criteria or the reasons for such a decision.


10. Suspension of Services
1. Sinter may suspend, disconnect or discontinue any Service in whole or in part at any time without notice and without compensation if in Sinters's reasonable opinion:


1. it is necessary to safeguard the provision of a Service or the integrity of any Network;


2. any Network or Equipment fails or requires modification or maintenance;


3. there is or has been unauthorised, unlawful or fraudulent use of any Service or Your use of any Service or Equipment is causing or may potentially cause damage or interference to any Software, Network or Equipment or the contravention of any statutory requirement;


4. it is necessary to comply with a direction, order or request of any government authority or other competent authority; or


5. You do not comply with any of the terms of the Service Agreement or a Third Party Agreement.


6. You do not comply with the terms of the Acceptable Use Policy.


2. Unless otherwise agreed in writing, Sinter will continue to charge for the suspended Services, particularly in cases where Sinter is charged by a 3rd Party Supplier.


11. Termination
1. Sinter may enforce the Security Interest, terminate the Service Agreement or the supply of any Service (in whole or part) by giving written notice to You with immediate effect if:


1. You fail to pay Sinter a charge by its Payment Due Date and the outstanding payments are not in dispute; or


2. You are in breach of any provision of the Service Agreement or a Third Party Agreement and fail to rectify the default within 10 Days of receipt of notice specifying the breach;


3. You fail to comply with any reasonable requirements of Sinter in relation to the use of a Service or any Networks within 10 Days prior written notice;


4. You become insolvent or bankrupt or Sinter has reasonable cause to believe that You are unable to pay Your debts as they fall due;


5. Any of the information provided by You under or pursuant to the Service Agreement is found to be false or misleading or Sinter has reasonable ground to believe that such information is false, misleading or inaccurate; or


6. Sinter ceases to provide a Service or any part thereof available for any reason.


2. Upon the termination or expiration of the Service Agreement or supply of any Service (or any part thereof), all licenses, rights and privileges granted to You under the Service Agreement will cease and Sinter may (without prejudice to any of its rights or remedies) also:


1. retain any moneys paid to Sinter;


2. charge a reasonable sum for work performed in respect of which work no sum has been previously charged or paid;


3. be regarded as discharged from any further obligations under the Service Agreement or in respect of any Services; and


4. pursue any additional or alternative remedies provided by law and/or equity.


3. If You wish to terminate the Service Agreement with Sinter providing you have fufilled all Minimum Term requirements set out in the Service Agreement you agree:


1. To provide 30 Days notice, in writing.


2. To pay any fees associated with that 30 Day period.


12. Confidential Information
1. Each party will keep all information about the Service Agreement, the Services, the Website and other information that is confidential to the other party ('Confidential Information') confidential and will not disclose this information to a third party without the consent of the other party. Each party shall ensure that its employees, subcontractors and agents abide by these obligations of confidentiality.


2. Unless agreed otherwise in writing, any use of Confidential Information belonging to the other party will be used only for the purposes of fulfilling obligations under the Service Agreement.


3. Confidential Information does not include information clearly required to be disclosed by law; or is generally known and available without a party having breached its obligations under this clause; or is, or has been, independently and lawfully acquired or developed without the benefit or use of the other party's Confidential Information.


13. Marketing
1. You agree that we may:


1. include a reference in the footer of each page (or equivalent) of the Website crediting the design and development and hosting of the Website to Sinter Design and Development and/or any of our approved suppliers; and


2. list you on our marketing materials, including the Sinter Design and Development website.


14. Miscellaneous
1. The Service Agreement supersedes all understandings or prior agreements, whether oral or written, and all representations or other communications You may have had with Sinter for the provision of the Services.


2. You must not transfer or assign any of Your liabilities or rights under this Service Agreement to any other person without the prior written consent of Sinter. Sinter may appoint agents, assign, transfer, license or sub-contract the whole or any part of its rights and/or obligations contained in the Service Agreement.


3. In addition to clause 7(b) Sinter will not be liable to You in the event that Sinter is unable to perform an obligation or provide a Service (or any part of it ) to You because of any Force Majeure, interruption or termination of a Service or Sinter's refusal to provide a Service pursuant to the provisions of the Service Agreement.


4. You agree to indemnify and keep indemnified Sinter fully and effectively against any action, liability, cost, claim, loss, damage, proceeding, expense (including without limitation, legal costs) suffered or incurred by Sinter arising from or which is directly or indirectly related to:


1. the enforcement of the Service Agreement against You;


2. Your use of a Service and any other person’s use of a Service, including but not limited to claims for defamation, infringement of Intellectual Property Rights or other proprietary rights; and


3. any breach or non-observance of any term of the Service Agreement and/or Third Party Agreement by You or any other person.


5. Any notification or invoice mailed by Sinter under this Service Agreement, addressed to You at Your business premises or last known mailing address, will be treated as having been received by You:


1. within 48 hours of posting;


2. on the day of personal delivery to Your address;


3. immediately upon faxing if the transmission report indicates that the fax transmission was successful; or


4. immediately upon sending the e-mail.


6. No delay, neglect or forbearance by either Party in enforcing against the other any provision of this Service Agreement will be a waiver, or in any way prejudice any right, of that Party.


7. If any provision of the Service Agreement is unenforceable, the rest of the Service Agreement will remain fully enforceable.


8. The documents comprising the Service Agreement will be read in the following order of precedence:


1. a Service Specification;


2. any Special Terms;


3. the clauses of this document; and


4. the provisions of a document expressly incorporated by reference.
   
   Where any conflict occurs between the provisions contained in two or more of the documents forming the Service Agreement, the document lower in the order of precedence will where possible be read to resolve such conflict. If the conflict remains incapable of resolution by reading down, the conflicting provisions will be severed from the document lower in the order of precedence without otherwise diminishing the enforceability of the remaining provisions of that document. Where any conflict occurs between two documents at the same level of precedence, the later dated document will prevail.


9. The provisions of the Service Agreement which are capable of having effect after the expiration or termination of the Service Agreement or of the Service (or any part thereof) will remain in full force and effect following the expiration or termination of the same.


10. The Service Agreement is governed by New Zealand law and the Parties submit to the non-exclusive jurisdiction of the New Zealand courts.


11. Nothing in the Service Agreement should be interpreted as constituting either party an agent, partner or employee of the other.


12. The terms of the Service Agreement prevail over the terms contained in Your standard conditions of purchase, order forms, packing slips, delivery dockets or any other communication, even if at some later date Sinter signs or otherwise purports to accept the terms of that communication other than in a manner outlined in the Service Agreement.


13. Sinter may, at a minimum of 30 days notice to you:


1. Change our terms and conditions from time to time, Sinter will notify you of these changes via email and post a notification on our website. It is the customers' responsibility to keep their email address current and correct and check the Sinter Terms and Conditions web page regularly.


14. With the exception of urgent interlocutory relief in respect of use of confidential information or intellectual property in breach of this Agreement, both parties will attempt to resolve any dispute under this Agreement by negotiating in good faith for at least 14 days.


15. You will be bound by the amended or replacement terms and conditions even if You are unaware of the amendments or replacement terms and conditions.


15. Interpretation
1. In this document all headings are for ease of reference only and do not form part of the Service Agreement.


2. The singular includes the plural and vice versa


3. References to a gender include each other gender.


4. References to persons also include partnerships, companies, corporations, unincorporated bodies and organisations constituted or established by statute.


5. A reference to an enactment is a reference to that enactment as amended, or to any enactment that has been substituted for that enactment.


6. All periods of time include the day on which the period commences and also the day on which the period ends.


7. An obligation not to do something will be deemed to include an obligation not to suffer, omit, or cause that thing to be done.


8. Including means without limitation to the generality of the surrounding words.


16. Definitions
1. In these terms unless the contrary intention appears:


2. Acceptable Use Policy means our most current policy on what is and is not acceptable use of the Services as amended by us from time to time


3. Account Number means our the number unique to the customer specified on the Service Agreement


4. Charges means all charges payable by you to us for the Services you specified in the Service Agreement.


5. Commencement Date means the date on which Sinter notifies You that the Service is available for use.


6. Completion Date means the date on which we advise you that the Website is ready for the loading of your information and data.


7. Confidential Information means the confidential information of a Party including but not limited to the terms of a Service Specification, technical information of Sinter and access methods authorised by Sinter from time to time (for example, personal identification numbers and passwords) but excludes any information which is public knowledge (otherwise than as a result of a breach of confidentiality by the other Party).


8. Content means textual, graphical, audio or like materials, together with any software, which can be uploaded or downloaded to or from the Web using the Service.


9. Data means any information about You, Your shareholders, employees and customers provided to Sinter in connection with a Service.


10. Day means any day of the year.


11. Designated User means persons nominated by You to be the authorised users of the Serviced as accepted by Sinter


12. Effective Date means the date the Service Agreement is executed by Sinter and on which it becomes effective, as specified in the cover pages of this Service Agreement.


13. Event of Default means those events listed in clause 11(a)(i) to (vi).


14. Force Majeure means a circumstance beyond the reasonable control of Sinter resulting in Sinter being delayed or unable to observe or perform an obligation under the Service Agreement including any failure arising in relation to the Network (or part of it).


15. Sinter means Sinter Design and Development


16. Intellectual Property means all intellectual property as defined in article 2 of the Convention Establishing the World Intellectual Property Organisation of 1967 and, without limitation, includes any discovery, invention, novel or original designs (whether or not registrable as designs or patents), any trade marks or trade names or goodwill rights associated with such marks, applications for any of the foregoing, the copyright in any software, drawings, plans, specifications, designs, know-how and trade secrets owned or used, secret process or improvement in procedure.


17. Intellectual Property Rights means patents, Trade Marks, registered designs, applications of any of the above, copyright, semiconductor Business Connectivity Service Agreement Terms or circuit layout rights, and other similar protected rights in any country.


18. Minimum Term means the minimum term specified in a Service Specification to be computed starting from the Commencement Date.


19. Party means either Sinter Design and Development or You as the context requires.


20. Payment Due Date means the date or dates for payment of a charge for a Service as specified in the Service Specification.


21. PPSA means the Personal Property Securities Act 1999 as it is from time to time amended, re-enacted or substituted and any statutory instruments, regulations and orders issued under such legislation.


22. Security Interest means the security interest provided for by the terms of the Service Agreement.


23. Service means the services supplied to You as set out in a Service Specification; Services refers to each and every Service to be supplied under the Service Agreement.


24. Service Request Date means the date requested by You for the commencement of the Service, as specified in the Service Specification.


25. Service Specification means a written Service Specification of any Service, in a form prescribed by Sinter signed by or on behalf of the Parties and identified by the Account Number.


26. Service Specification Signing Date means the date the Service Specification is executed by Sinter, as specified in a Service Specification.


27. Site means those wesites specified in the Service Specification.


28. Software means software that is to be licensed to You in connection with the Service, as described in the Service Specification.


29. Third Party Agreement means an agreement which You must enter into with a third party before Sinter can provide the Service as specified in the Service Specification.


30. Third-Party Service Provider means any third party service provider or contractor on whom Sinter depends in the provision of any Service or any part thereof or whose service, licence, approval or fulfilment of certain obligations to Sinter will affect Sinter's provision of a Service or any part of a service.


31. Trade Marks means any trade marks, service marks, trade names, domain names, logos and foreign language equivalents whether registered or not.


32. You, Your, Yours or Customer means the customer named or described in the Service Agreement.


33. You means the customer under this Agreement and 'your' has a corresponding meaning.