Terms of Business
TERMS OF BUSINESS: These terms apply to all services carried out, and any good supplied by Grown Ups Limited (“GrownUps”) for the customer.
i – Terms to Prevail: These Terms shall prevail in the event of any conflict between these Terms and any document issued by the Customer or any other person.
ii - Quotations and Prices: A quotation may be revised and withdrawn prior to GrownUps’ acceptance in writing of an order based on that quotation. No order will bind GrownUps until it has accepted that order in writing. Quotations and pricing are exclusive of any GST. GST on all payments to GrownUps shall be paid by the Customer at the same time as each payment is made. We may change our charges at any time. Our charge for an advertising service online in the second and subsequent years may be different from the previous year’s charge.
iii - Payment Terms: Payment shall be made within the period indicated on GrownUps’ invoice or as stated within any proposal or as agreed by sign-off. Progressive payments shall be made as stated, agreed to and signed-off. Where the Customer has an overdue account, whether under these Terms or any other contract, GrownUps Ltd: (a) may stop the supply of services and/or goods and without the need for formal demand, require immediate payment, and pass the debt to an agency for collection: and/or (b) shall be entitled to charge interest on the overdue amount at the rate of 2% (flat rate) plus costs. This will be calculated from the date of purchase to the actual date of payment. We may withhold, suspend or restrict any advertising services we provide you. We may at any time require you to: satisfy us that you will be able to pay our charges; and give us a fair bond, guarantee or other security.
iv – No Deductions: The Customer shall not be entitled to withhold payment or to make any deductions or set-off from payments due without the prior written consent of GrownUps Ltd. If the Customer queries an invoice, it may upon giving immediate notice to GrownUps Ltd request that a payment of the invoice be deferred until the query is satisfied, PROVIDED THAT unless GrownUps Ltd accepts such a request in writing, payment of that invoice shall be made in accordance with Clause iv.
v -Our Right To Withhold, Suspend, Restrict Or Terminate Services: We reserve the right to withdraw or terminate any advertising service at any time; for example, where we change a category on the website or redefine the design of the website. We may also withhold, suspend, restrict or terminate any advertising service at any time. We may edit or refuse to publish material at any time if we consider it to be unauthorised, in breach of our advertising policy, misleading, offensive, defamatory, illegal or detrimental to the standing of our website in the community. We do not guarantee any particular placement on any page on the website, nor do we guarantee that any service we provide will be continuous or fault-free. Normal charges continue to apply during any suspension or restriction or if there is an alteration.
vi - Where a GrownUps item is sold as part of a bundle with Yellow®, Yellow® terms of business apply
vii – Your general responsibilities: You will: provide all material we require promptly, and always by the last date we nominate, make sure all material you provide to us is complete and accurate and meets any other quality or procedural requirements we notify you about from time to time; comply with the Fair Trading Act 1986, the Copyright Act 1994, the Defamation Act 1992, all other applicable laws and any relevant Advertising Codes of Practice; never make inappropriate use of information provided to you by visitors and members of GrownUps (e.g. for unauthorized direct marketing) or breach anyone's legal rights (e.g. intellectual property rights, contractual rights or rights to privacy). You must compensate us and all other GrownUps Ltd companies for any loss any of us suffers, and indemnify each of us against any liability any of us incurs, resulting from the provision of advertising services for you, or you not meeting your legal responsibilities to any of us or to anyone else.
viii – Consumer Guarantees Act: The provisions of the Consumer Guarantees Act 1993 are hereby expressly excluded and shall not apply to any goods or services supplied by GrownUps Ltd which the Customer acquires, or holds itself as acquiring, for the purposes of a business (as “business” is defined by that Act). All representations, warranties, or conditions implied by the statute, at law, by trade, custom or otherwise are expressly excluded to the fullest extent permitted by law.
ix - Resolving Disputes: If you think that we have not met a responsibility we have to you, you must give us notice in writing. If we have agreed to publish an advertisement for you and we make a mistake in it or omit anything from it, no credit is available for, as we can fix this promptly online.
x – Exclusion of Liability: GrownUps’ liability (whether arising in contract or tort, including negligence) to the Customer or any other person shall not exceed the price actually paid by the Customer to GrownUps under this Agreement. GrownUps shall have no liability whatsoever for any special, consequential or economic loss or damage of products.
xi – Copyright: The Customer warrants to GrownUps that it is duly authorised and permitted to make copies of the material supplied to GrownUps for copying (by what ever means) and that GrownUps will not, by performing the services ordered or requested by the Customer, infringe any copyright, in such material, owned by the Customer or any other person. The Customer shall indemnify and hold harmless GrownUps Ltd, against all and any liability loss, damage, costs or other expenses (including legal costs) of any nature whatsoever incurred or suffered by GrownUps Ltd, as a result of any infringement of copyright. Any intellectual property rights that arise or are created by GrownUps Ltd or any of its employees or subcontractors in the course of carrying out the services or providing the goods, remain GrownUps Ltd’s exclusive property, or will immediately on creation be vested in GrownUps Ltd.
xii - Information About You And Your Business: You agree that we may collect information about you and your business. The information may be obtained from you and others, or generated from equipment used to provide our services when you and anyone else uses our services. You may decide whether to provide any information we seek from you. However, if you do not provide it, we may not be able to provide advertising services for you.
We may hold the information and share it with our related companies, with officers, employees, contractors, partners, joint ventures, agents and customers, with collection agencies and with credit reference agencies, so as to provide services or information to you and others, send you bills, recover and report on money you owe and keep you informed of services available to you. Credit reporters may include credit checks and any defaults in payment to GrownUps in their databases and share this information with others who wish to conduct credit checks on you.
We may assume that any request or instruction we receive is authorised by you if it is accompanied by verification we consider appropriate.
xiii - Transfer Of Rights And Responsibilities: You may transfer all (but not part of) your rights and responsibilities under any agreement you have with us to someone else so long as we have received the transferee's written acceptance of responsibility and given you our written consent.
xiv - Each Term Separately Binding: If for any reason any term cannot be enforced or relied on by you, us or any of the other people referred to in clause xi, all other terms remain binding.
xv - No Waiver: No delay or failure to exercise a right under these terms prevents the exercise of that or any other right on that or any other occasion. A waiver can only be in writing and applies only to the right and on the occasion specified in the waiver.
xvi - New Zealand Law Applies: All our advertising services are provided in New Zealand and under New Zealand law. You may take legal action against us only in a New Zealand court.
xvii - Sending Bills and Notices: We may send you bills and notices to either the last postal address, last fax number or last email address you have given us. Please advise us straight away if any of your contact details change. You may send us notices by post to Grown Ups Ltd, C/- PO Box 17157, Greenlane, Auckland 1546, call on 09 583 0050 or email to: firstname.lastname@example.org. Both you and we can assume that any bill or notice sent by mail has been delivered 3 days after it is posted. Any notice given by email is delivered when transmission is successfully completed if that is before 5 p.m. on a weekday or, if not, then on the next weekday.
xviii – Back-up copies: The Customer warrants that it has back-up copies of all material supplied to GrownUps and that GrownUps shall not be liable for any loss or damage thereto.
ixx – Time not Essential: Any time or times specified by the Customer or agreed between the parties shall not be of the essence but shall be approximate only on the basis that GrownUps will use its reasonable endeavours to meet such specified times.
xx – Force Majeure: GrownUps shall not be liable for, and the Customer shall not be entitled to cancel the contract because of any failure by GrownUps arising from any cause beyond the reasonable control of GrownUps.
xxi - Changing Our Terms Of Business: We may change these terms, by changing or removing existing terms or adding new ones, at any time. Any change we make applies from the date one month after we publish it on our web site at grownups.co.nz. The current version of Our Terms of Business is set out on the back of all printed Advertising Order forms and on our website at www.grownups.co.nz.