Hivemind Terms and Conditions

Summary

In summary, this contract outlines that:

·         We will provide quality product, and you will take care of it.

·         Initial payment immediately and after that monthly invoices on 20-day terms.

·         We’ll keep your data confidential but can use it in anonymous statistical form.

·         You must tell us if you change your invoicing or email address.

·         Warranty or lease returns to be organized via our support team.

·         Lease terms, if applicable, including loss and damage terms.

·         Limits on liability between you and us.

·         Details re term of contract, account suspension, and disconnection.

·         You can get support or resolve disputes via our support team at hivemind.co.nz/contact

The above summary is to give you an introduction to the contract structure.  It is not part of the contract.

1           General terms and conditions

As a customer of Hivemind these Terms and Conditions form the basis of Hivemind’s contract with you.  In this contract we use the terms "Hivemind", "we", "our", and "us" to refer to Hivemind Limited, "you" and "your" to refer to the Customer, “products” or “goods” to refer to equipment supplied by Hivemind, “data” to refer to any information generated or collected under this contract, and "services" to refer to any or all satellite, mobile, internet, support, lease or other services we provide to you under this contract.

By agreeing to these Terms and Conditions you authorize Hivemind Limited to supply the products and services indicated in your Hivemind order form subject to these Terms and Conditions. You have read and agree to these Terms and Conditions. You have read and understand the charges applicable to these products and services and the term of each of these charges. You promise to pay for the products and services rendered. You declare that you have the authority to enact this agreement.

2           Our service to you

1.        We aim to provide you with consistently reliable and good quality products and services. Services can be affected by radio interference, atmospheric conditions, outages, maintenance, congestion, battery charge level, view of the sky (e.g. tree canopy). These things may occasionally cause delayed data or even data gaps. We do not guarantee that the service we provide will be perfect at all times, nor can we guarantee the integrity of data sent or received via the services. If and when any of your services are disrupted we will do our best to reinstate our services to you as soon as we can.

2.        We will use all reasonable efforts to assist you in identification of any perceived failures, but in no case are we obligated to visit your site to troubleshoot or provide remedy.

3.        We provide firmware upgrades necessary to future support of any add-ons devices purchased by the customer to attach to the Hivemind transmitter.  Firmware will be transmitted over the satellite connection at a cost to you of $100 per upgrade.  Firmware upgrades involving purely software features may also be requested by you.

4.        The goods and services we supply to you will be supplied to you in whatever way we think is appropriate. We can choose the carriers used to provide our goods and services and we can change the carriers at our discretion.

5.        Hivemind provides support during New Zealand business hours.  This may be by telephone, email, or via our website support page.  Support calls may be recorded.  Our support contacts may be obtained from our contact web page.

6.        The products we supply to you are of professional standard and quality.  As such, they are supplied with their specifications and limits, within which they are to be used.

7.        Any mapping data provided will show location based on the GPS co-ordinates of each satellite transmitter.  These are accurate to 3 km, however they may take several satellite connections to settle to this accuracy.

3           Your responsibilities

You agree that you will:

1.        pay for all goods and services we provide, regardless of whether it is you who uses them.

2.        ensure that all of the information you give us is correct and complete.

3.        install, move and maintain the product as you require to collect the data from the appropriate site, and you will notify Hivemind if any product failures are identified.  Maintenance may include replacement of the battery or other parts supplied by us, and installation or removal of any add-ons.

4.        comply with any legal requirements concerning the use of our goods and services.

5.        ensure that you, or anyone else who uses the products and services follows our instructions for use of the products and services and abides by the terms of this agreement.

6.        not rely on our products or services as primary life-safety, security, fire-detection, or alarm systems.

7.        ensure that none of our services or products are resold without the express permission of Hivemind.

8.        return leased products to Hivemind at your cost.  If they are not returned to a Hivemind depot within the month after the end of the lease, the lease will automatically renew and you are liable for their continued monthly lease price.

4           Pricing and payment

1.        Pricing will be in accordance with the Hivemind order form at the time of purchase or as altered and mutually agreed to match specific requirements of the customer.

2.        Prices do not include shipping and handling costs or any taxes unless explicitly stated, and these you agree to pay, and to reimburse us for any such costs that we are required to pay on your goods and services.

3.        Lease prices do not include return shipping costs which must be paid by the Customer.

4.        Payment period begins on the date the product is shipped to you in response to an order and payment of the initial fee or, for a face-to-face purchase or lease, at the time you sign the order form.

5.        Products are not shipped and service is not activated until the initial payment is made unless alternate arrangements are made with Hivemind.

6.        At the time of purchase or lease, advance payment of 4 months’ rent, service fees, and purchase price is due prior to shipment.  Subsequent service fee payments are incurred monthly and are due 20 days after they are invoiced.

7.        We may amend our prices, terms, and conditions from time to time as updated on our website hivemind.co.nz or notified to you in writing. Amendments to these will vary our contract with you. We may interpret your ongoing use of our services after that date as constituting your acceptance of the amendments.  Lease pricing is fixed for the term of the contract or 12 months, whichever is shorter.

8.        You authorise any person or company to provide Hivemind with any reasonable information necessary for credit inquiry purposes.

5           Invoices and notices

1.        We will deliver our invoices and any other notices to the most recent postal and/or email address you have given us. In the case of emailed invoices, the invoice may be attached to the email, or viewed by downloading from a website by clicking on a link. A posted invoice or notice will be considered to have been delivered five days after we have posted it, and an email invoice, 2 days after we have emailed the invoice or the notification of the invoice.

2.        You agree that you will pay each invoice by the due date for stated on the invoice, or we may charge you a 5% late fee. We may also recover from you all legal and other costs incurred by us in the collection of any overdue amount.

6           Credit limit

We reserve the right to impose a credit limit on your account, and will advise you if you get close to this limit. You agree that if at any time you exceed your credit limit we will be entitled to suspend the provision of our products and services to you.

7           Confidentiality

We keep your personal information and the data from your sites confidential as follows:

1.        With the exception of the other clauses in this section, all the data collected under this contract may be accessed by you, and by those with whom you share your password.  Neither data specifically identified by yourself nor the location of it, nor your name or contacts will be published to another party unless you give written permission.

2.        However, Hivemind retains ownership, rights, title and intellectual property of the data collected by our products and services.  We may use the data for any purpose other than that specified above including but not limited to statistical purposes, publication in anonymous aggregate form, or transfer to sell the data; provided, we will not transfer to sell purchaser-specific data unless you specifically agree.

3.        Where necessary or appropriate for the furtherance of its service, Hivemind may also share the data with its staff, agents, contractors, and representatives.

4.     We are not responsible to protect information that you reveal to other parties.

8           Your personal information

1.        It is essential that if you move premises or otherwise change your postal or email address, you inform us of this in writing to ensure that there is no interruption in our supply of service to you or our ability to contact you. If your address details change and you fail to inform us, you will remain responsible for all charges that may accrue against your account at the last address we hold on record.

2.        You agree, for the purposes of this contract and the performance of our obligations to you, that we may collect information about you. The information we collect about you may be obtained from you and others.

3.        You may decide not to provide any information sought from you. If you do not provide it then we may not be able to provide our services to you.

4.        We may use the information we hold about you and may exchange information about you, using reasonable discretion, with our contractors, agents and representatives, with other carriers, and with credit reporting and debt collection agencies for the purposes of our business, and to law enforcement agencies as required under law.

5.        You may obtain access to, and update or correct any information held by us under the New Zealand Privacy Act 1993.

9           Passwords and security

Depending on the services we provide you, you may have a username, password or PIN. You agree to keep these personal identifiers confidential and to take all reasonable steps to prevent disclosure of them to any person, other than members of your household or business who are considered authorised users. You are responsible for ensuring that all authorised users of the services also meet the responsibilities and obligations set out in this contract.

10        Condition, supply and return of goods

1.        Unless otherwise agreed, Hivemind will provide purchased goods in as-new condition.

2.        Leased goods may be supplied either as new or in refurbished from a previous lease.

3.        You agree that in order to ensure that the supplied goods and services perform to the specification required, you will promptly advise us of any non-compliance with the specifications.

4.        We will supply goods subject to lead times which you accept may vary from time to time at our discretion and which times may be requested of our sales team.

5.        Returns of goods for warranty repair or end of lease must be arranged with our support team by telephone using the contact numbers supplied on our contact web page.  When you call, you will need to know your username and the serial number of the related transmitter hub.  We will arrange shipping if required at your cost (except in the case of rental returns which will be at our cost).  Shipping will be from your specified location or if pick-up is not possible, from the nearest depot of our shipping company.

11        Lease-specific terms

Leased products or servers are also subject to the following terms, during the term of this agreement or any extension or renewal:

1.        The cost of support, firmware upgrades, repair, repair shipping, and services associated with leased products are included in the monthly rent.  The cost of firmware upgrades required to support non-leased add-ons are not included.

2.        You acknowledge and agree that you will not have or obtain any title to the goods.  Title belongs solely to Hivemind.  You will not mortgage, pledge, or otherwise encumber the goods and shall keep them free from any liens or encumbrances.

3.        Apart from normal wear and tear, you are responsible for, indemnify us for, and bear the entire risk of loss, theft, damage or destruction of the goods, from any cause whatsoever.  You will repair, or replace the goods at your own expense at the rates we typically charge for the goods.

4.        Within three days after the date you become aware of the loss, destruction or damage of any leased goods, you must notify us of the facts surrounding the event.

5.         If you default in the payment of rent for ten days after notice that it is overdue; or if you shall dissolve, become bankrupt, or begin any proceedings related to bankruptcy, we may exercise one or more of the following remedies with respect to the rented goods:

a.        Immediately terminate this agreement and recover from you the value, at the time of termination, of the rental due for the goods;

b.        Require you to return the goods to us at your expense.  If you fail to comply, we may take possession of the goods without demand or notice and without court order or legal process, and terminate your right to use the goods, but you will remain liable for the total rent for the initial or any subsequent extension or renewal term;

c.        Sell or lease the goods under any terms that we decide.  We will apply the proceeds of sale or lease, less all costs and expenses incurred, toward the payment of your obligations.  You will remain liable for any rental deficiency, which shall be paid regularly or immediately as we see fit;

d.        Bring legal action or a debt collection agency to recover all rent accrued then or thereafter; or sell the debt to a debt collection agency.

e.        Pursue any other remedy which we may have.

f.         Each remedy is cumulative and may be entered separately or concurrently. In the event of default, you will pay us all costs and expenses including reasonable legal fees that we expend in the enforcement of these remedies.  In addition you will assist us without cost in repossessing the goods.

g.        If you fail to perform any of these obligations we may fulfil them at your expense.  You will reimburse us on demand for all sums that we pay on your behalf plus interest at 1% per month.

12        Warranty and liability

1.        Purchased products have a warranty of 12 months from the date of purchase subject to the limitations later in this contract, as follows. Repair or replacement will be made to any faulty product returned to the purchasing location within that time.  We will bear the cost of repair unless the product has been mistreated or operated outside specification.  Hivemind will pay transit costs only for transit of the product between the purchasing location and the repair facility.

2.        Leased products have a perpetual warranty as follows.  We will cover repair and shipping costs for damage from ordinary wear and tear.  If the product has been mistreated or operated outside specification then the Customer is liable to pay for the cost of the product and return shipping.

3.        The above warranties are in lieu of and to the exclusion of any other guarantee, condition or warranty either expressed or implied by any statute or otherwise in relation to the goods and services supplied either directly by or through Hivemind which may legally be excluded.

4.        Apart from the warranty specified above, the liability of Hivemind does not include:

a.        losses that you may incur due to products or services being unavailable due to damage, repair or transit;

b.        damage to other property nor the cost of removing any faulty item from any goods into which it has been in any way incorporated;

c.        loss or damage, including, without limitation, indirect and consequential losses, caused by a carrier suspending or interrupting its service to us which affects our ability to provide services to you or any other cause beyond our reasonable control;

d.        liability to you or any party not part of this agreement for any kind of loss, including in contract or in tort, consequential or indirect loss, special, or incidental damages of any kind, including but not limited to loss of profits, loss of revenue, loss or corruption of data or loss of goodwill whether arising from negligence, a carrier interrupting its service to us, or otherwise even if that party was advised about the possibility of the loss or damage;

a.        any action or omission by the Customer.

b.        any assurance that that the products and services will be completely secure, error-free, without interrupts, be suitable for automated control of any external equipment, or meet your requirements.

5.        Force Majeure: Hivemind will not be liable for failure of any product or service or failure to perform any obligation or delay in performance resulting from or contributed to by any cause beyond the reasonable control of Hivemind or its suppliers or from any act of God, act of civil or military authority, act of war whether declared or undeclared, act (including delay, failure to act, or priority) of any governmental authority or purchaser, act of terrorism, civil disturbance, insurrection or riot, sabotage, fire, inclement weather conditions, earthquake, flood, strike, work stoppage or other labour difficulty, major equipment breakdown, or failure or delay beyond our reasonable control.  In the event of a delay in performance excusable under this clause, the date of performance of our services will be extended by a period of time reasonably necessary to overcome the effect of such delay.

6.        The above exclusions of liability apply whether or not our contract with you has ended and regardless of the nature and cause of any damage or loss.

7.        To the extent permitted by law, if, despite the provisions contained in the previous clauses, we or our service provider is liable to you for any breach of these terms and conditions, or for breach of any other obligation to you, our liability shall be limited, at our discretion, to one or more of the following:

e.        If the breach relates to the provision of services:

                                                               i.      supplying of the relevant services again; or

                                                              ii.      payment of the cost of having the relevant services supplied again

b.        If the breach relates to goods:

                                                               i.      replacement of the relevant goods or supply of equivalent goods;

                                                              ii.      repair of the relevant goods; or

                                                            iii.      payment of the cost of either (i) or (ii)

13        Suspension and disconnection

1.        You may apply Suspend Mode to a non-leased data service, and may change it up to once per month.  Putting a service into Suspend Mode will lower the fees for that service to the current Suspend Mode rate for the duration of the suspension.

2.        We may suspend or disconnect your service(s):

a.        if you do not meet your responsibilities under this contract;

b.        if a carrier alters its service to us in a way that affects our ability to provide our services to you in a cost effective manner, or at all;

c.        in the event of an emergency or other situation where another carrier or appropriate person considers this necessary or reasonable to protect persons, systems or other property

3.        If, following disconnection, we agree to reopen a service, a reconnection fee may apply and will be advised to you.

4.        If you do not pay the invoices we send to you or otherwise fail to meet your responsibilities to us we may end our contract with you.  We may also end the contract at the completion of its term by giving you one month’s written notice. Ending the contract between us in this way shall not release you from any obligations or responsibilities you owe to us.

14        Term of service or lease

1.        Leased packages each have a specified term of service equivalent to the duration of the lease.  The duration of lease is automatically renewed if the product is not returned within the month after its term expires.

2.        For service associated with products that you own, the standard service term is 1 month and is automatically renewed.

3.        You may ask us to stop a particular service or lease at any time by contacting us via our contact web page.  The request will take effect as soon as the term of the service completes.  If earlier termination is desired we will charge the applicable early termination fee (ETF) or the outstanding amount of the charges for the remainder of the term.

4.        Termination of a service or lease will also discontinue accrual of fees for that specific service or lease.

5.        Termination of a services or the expiry of any lease does not terminate this contract.  Unless the contract is explicitly terminated, it will remain in effect and cover any future lease or use of our products and services.

15        Termination of contract

1.        You may ask us to cancel this agreement at any time by contacting us via our contact web page.  The request will take effect as soon as the services and lease are terminated subject to the section “Term of service or lease”.

2.        On termination of our contract with you, we will cease providing our service to you and all amounts which you owe to us will immediately become due and payable. We shall not be liable to you for any loss or damage suffered, or claimed to have been suffered, by you on or following termination of the supply of our service to you.

16        Dispute resolution

1.        If you have a genuine dispute in relation to amounts we have charged you, you must pay the undisputed charges and notify us of the disputed charges with details of the dispute and evidence to support its validity. This can be done by emailing our support team at the address listed on our contact web page. You must make any claims for credits for disputed charges within 30 days of the most current bill sent to you. Any claim made otherwise than in accordance with this clause shall not be recognised.

2.        In the first instance, disputes must be between you and our support team.  If resolution is not possible after reasonable efforts have been made, then you both parties must make reasonable efforts to find a mutually agreeable mediator to help resolve the dispute.  The cost of the mediator will be borne by the party initiating the dispute.

17        Assignment and delegation of responsibilities

1.        We may subcontract the performance of any of our responsibilities under this contract to anyone else.

2.        You may not assign or transfer any of your rights or responsibilities under this contract to anyone else without our prior written consent.

18        Consumer guarantees

These goods and services are offered for business purposes only and as such consumer legislation does not apply to this contract.

19        Communication and governing law

1.        Alterations to this agreement must be agreed in writing.

2.        Communication under this agreement, including your instructions and briefs are to be in writing, preferably via email.  Hivemind is not responsible for inaccuracies, omissions and admissions due to oversight or misinterpretation if the instructions are not in writing.  It is your responsibility to ensure that emailed instructions are received (by, for example, requesting an email response).

3.        Online agreement to this contract by selecting the associated check-box on the Hivemind website is binding and, in a court of law, it will be valid evidence that the contract exists.

4.        A signed and scanned or faxed copy of this contract is also binding and, in a court of law, it will be valid evidence that the contract exists.

5.        Headings in this contract do not affect its interpretation.

6.        This agreement, together with the associated order form contains the entire agreement and understanding between you and us as to the subject matter of the agreement, and merges and supersedes all prior agreements, commitments, representations, writings, and discussions between you and us.  Neither you nor we will be bound by any prior obligations, conditions, warranties, or representations with respect to the subject matter of the agreement.

7.        You may not assign this contract to another party by without our prior written consent, and any attempt to do so will be without effect.

8.        This contract will be governed by the laws of New Zealand and the parties submit to the exclusive jurisdiction of the courts of New Zealand in respect of any dispute or proceeding arising out of these terms.

9.        If, for any reason, any provisions of this contract cannot be enforced or relied upon by either of us, all other terms of our contract with you remain binding.