Brdy Customer Terms

Part A – Introduction

1: About this document

(a) These are Brdy’s Customer Terms.
(b) These Customer Terms apply to all goods and services supplied to you by Brdy.

2 When these Customer Terms start

The Start Date is 1 December 2021. These Customer Terms apply to:

(a) all Customer Contracts that are first made, or are renewed; and
(b) all month-to-month (or other periodical) Customer Contracts that roll over to a new month (or other period) – after midnight at the start of the Start Date.

3 About us

(a) Brdy or ‘we’ means Brdy Broadband Limited (NZCN8189277).
(b) Our website is at https://brdy.co.nz
(c) Our postal address is at Tompkins Wake, Level 17, 88 Shortland Street. Auckland, 1140, NZ.
(d) Our customer service number is 0800 005 751.

Part B – Customer Contracts

4 Your Customer Contract

We supply Service under a Customer Contract that includes:

(a) this Part B;
(b) the General Terms in Part C; and
(c) any Service Schedule for the Service.

Service Schedules for our main Services are attached.

5 Plans

(a)Many Services are available under different Plans, each with its own features, entitlements, contract period, Charges and special conditions.
(b) Your Contract also includes the terms of any Plan you select which are available on our website (see clause 3).

6 Priority

If there is any conflict between the parts of your Contract, the priority (from highest to
lowest) is:

(a)any provision applicable to ‘NZCL Consumers’;
(b) the terms of any Plan you select;
(c) any Service Schedule for the Service;
(d) this Part B; and
(e) the remainder of Part C.

7 Peak & Off-peak

(a)Your Plan may specify certain days and/or times as Peak or Off-peak.
(b) Different Charges, entitlements or terms may apply in Peak and Off-peak periods. Your Plan will indicate how that works in each case.

 8 Periodic Entitlements

(a) A Plan may include the right to use a certain amount of a Service during a certain period. We call these Periodic Entitlements. eg An Internet Plan might let you download 500 gigabytes of data each month at no extra cost.
(b) Unused Periodic Entitlements do not carry forward and are not redeemable for cash or other credit.
(c) If you exceed your Periodic Entitlement, extra Charges may apply or a Service may be limited in some way. Your Plan will give details.

9 Prepayment

Except as otherwise required by this Contract, you may use the Service without paying in
advance in full, but:

(a) We may require partial prepayment for a period of Service.
(b) We may require a partial prepayment before or after your Service Start Date.
(c) We may require you to maintain a minimum prepaid balance for a Service.
(d) We may vary the amount of a required prepayment or minimum prepaid balance from time to time.
(e) We may apply your prepaid balance to your next Bill or any later Bill/s

10 Acceptable and Fair Use Policies

(a) We may publish an Acceptable Use Policy and/or a Fair Use Policy for a Service or Plan.
(b) An Acceptable Use Policy or Fair Use Policy will be directed against abusive, antisocial, illegal and/or grossly unreasonable use of a Service and/or our resources.
(c) You must comply with an applicable Acceptable Use Policy or Fair Use Policy. For additional information regarding our Acceptable Use Policies, please visit our website (see clause 3) or alternatively to obtain a copy of the applicable policy, write to our Customer Information and Compliance Officer at our postal address (see clause 3).

11 Legal Compliance Policies

(a) We may publish a policy directed to ensuring that the use of a Service complies with all Laws.
(b) You must comply with such a policy.

12 Interacting with our staff

(a) You must deal with our staff courteously.
(b) You must not be rude to our staff.
(c) You must not harass or mislead our staff.
(d) If you breach this clause in a serious way, or on more than one occasion:

(i) we may make a written request that you comply with it; and
(ii) if you breach it again, you are in material breach of your Contract and we may terminate your Contract in accordance with clause 76 of these Customer Terms.

13 Operational Directions

(a) Acting reasonably, we may give Operational Directions about a Service.
(b) Operational Directions will be directed to the safety, security or reliability of Facilities, compliance with Laws or dealing with an emergency. We will only give an Operational Direction as and when reasonably necessary.
(c) You must comply with an applicable Operational Direction.

14 Partner Requirements – General

(a) Our Services may be provided by third party Partners.
(b) Partners often have their own Partner Requirements for the use of their Facilities and we may only be permitted to provide Service to you subject to such Partner Requirements.
(c) You must comply with applicable Partner Requirements we notify and only contact Partners in accordance with our directions.
(d) Where a Partner Requirement states that a Partner has a certain right or power:

(i) the Partner itself may exercise that right or power; or
(ii) we may exercise the right or power on behalf of the Partner.

15 Fixed terms

A Plan may specify a fixed or minimum term. If it does:

(a) A Contract for the Plan is a contract for at least that specified term. We or you can terminate it with effect from the end of the fixed or minimum term on at least 30 days’ notice to the other.
(b) If a Contract is not terminated under clause 15(a), it becomes a month-to-month Contract.

16 Month-to-month, casual or ‘no contract’ terms

If a Plan or Contract is described as ‘month-to-month’, ‘casual’, ‘no contract’ or similar:

(a) we may terminate it on at least 30 days’ notice; and
(b) you may terminate it on at least 30 days’ notice, taking effect at the end of a Billing Period (eg if you give notice on 26 March, your Contract ends on 30 April next).

17 Loan Equipment

(a) Under some of our Plans, you will be provided with Equipment (eg a satellite dish or modem) for your use with the Services during the Term (Loan Equipment).
(b) Unless specified otherwise in your Plan, there is no additional charge for use of
the Loan Equipment which is provided as part of the Plan. Ownership of Loan Equipment remains with Brdy or its Partner (as applicable) as set out in clause 32(c).

18 Sale Equipment

(a) You may wish to purchase, or require for your intended use of the Services, Equipment (eg a router) that is not Loan Equipment for which separate Charges will apply.
(b) Clause 32(c) explains when ownership of that Equipment passes to you.

19 New Zealand Consumer Law (NZCL)

(a) Some provisions of the NZCL apply to individuals who are Consumers (as defined in the NZCL). We call those persons NZCL Consumers in our Customer Terms. Refer to the Dictionary for the detailed definition.
(b) A term or note in our Customer Terms headed ‘NZCL Consumers’ applies to you if you are an NZCL Consumer, but not otherwise.

20  NZCL Consumers and Unfair Contract Terms

(a) Our Customer Terms apply to a wide variety of customers and circumstances, and must reasonably protect our interests across that wide variety.
(b) If you are an NZCL Consumer, and a term of your Contract would (except for this clause) be unfair (within the meaning of section 46L of the Fair Trading Act) we
will not apply or rely on that term without also taking steps to appropriately mitigate any unfairness.

21 Consumer Guarantees

(a) If you are an NZCL Consumer, then you have the benefit of certain Consumer Guarantees:

(i)that cannot be excluded; and
(ii) to the extent that the NZCL’s rights in case of breach cannot be limited by your Contract

(b) Your Contract never operates to exclude the Consumer Guarantees (where they apply) or to limit your remedies for breach of them (in a way not permitted by law).
(c) Where you acquire Goods and/or Services from us for the purposes of a business, you agree that, to the maximum extent permitted by law, the Consumer Guarantees will not apply.

22 Understanding and navigating our Customer Terms

(a) Expressions used in our Customer Terms are explained in the Dictionary in clause 95.
(b) Rules for interpreting other expressions in our Customer Terms are set out in clause 94.
(c) The Index is at the end.

Part C – General Terms

23 Application for Service

(a) You must comply with any application form or process we specify.
(b) All information you provide in connection with an application (including Credit Assessment Information) must be true, correct, complete and not misleading.

24 Processing an application

(a) We do not have to accept an application.
(b) Before we confirm that we can and will provide Service if you take any step (eg terminating a service from another supplier)
on the assumption we can or will do so, you do so at your own risk.
(c) In processing your application, we may make any relevant inquiries, including obtaining credit information in accordance with clause 56.

25 Relevant dates

(a) The date when you make an application is the Application Date.
(b) The date when we confirm that we can and will provide Service is the Contract Date.
(c) The date when we notify you that Service is available for use (or the date you first use the Service, if that is earlier) is the Service Start Date.

26 Providing Service

(a) We will commence Service as soon as reasonably practicable after the Contract Date, and we may commence billing you as soon as the service is provisioned.
(b) We may provide Service using Our Facilities and/or third party Partner Facilities, as we decide from time to time. Together, we call those Facilities our Network.

27 Use of Service by others

(a) Unless we appoint you in writing as a reseller or wholesale customer, you must not share, resell or resupply a Service for remuneration or reward.
(b) Anyone who makes use of a Service with your consent or from your Service Address or using your equipment or log-in credentials is counted as your End User.
(c) The acts and omissions of your End Users with respect to a Service are deemed to be your acts and omissions.
(d) You must ensure that your End Users do not do (or omit to do) anything that would breach your Customer Contract if done (or not done) by you.

28 Using a Service

(a) When using a Service, you must comply with:
(i) your Customer Contract (including any applicable Acceptable Use Policy or Fair Use Policy); and
(ii) all Laws.
(b) You must not use a Service:
(i) in breach of any Law;
(ii) to breach anyone else’s rights;
(iii) to infringe copyright;
(iv) to create, transmit or communicate communications which are
defamatory, obscene, pornographic, discriminatory, offensive, in breach of confidence, illegal or which bring us or any of our Partners into disrepute;
(v) to host or transmit content which contains viruses or other harmful code or data designed to interrupt, damage, destroy or limit the functionality of any software, hardware or computer or communications equipment;
(vi) to send, allow to be sent, or assist in the sending of Spam, to use or distribute email harvesting software, or otherwise breach the Spam Act;
(vii) in a way that is misleading or deceptive, where that is contrary to Law;
(viii) in a way that results, or is likely to result, in damage to property or injury to any person; or
(ix) in any way that damages or interferes with our Services to our other customers, our Partners or any Facilities, or exposes us to liability.

29 Exploitative Use

(a) ‘Exploitative Use’ means: Brdy Customer Terms
(i) using a Service to transit, refile or aggregate domestic or international traffic on Our Network;
(ii) using a Service in a manner similar to the kinds described in clause 29(a)(i); or
(iii) any other use of a Service in a manner that cannot reasonably be considered to be within the range of uses for which the Service is ordinarily supplied – provided that use of a Service is not Exploitative Use merely because it is high volume use.
(b) You must not engage in Exploitative Use

30 IP addresses

(a) In connection with a Service, you may be allocated IP addresses.
(b) An IP address allocated to you:
(i) may be managed using Network Address Translation (NAT);
(ii) may not be ‘globally routable’ ie directly reachable by all other Internet users; and
(iii) may therefore not support applications or services that require inbound connections to be established (eg a Virtual Private Network). This reflects common industry architecture and is not a defect in your Service.
(c) We may allocate you with a globally routable IP address, if you request it or applicable Service Terms provide for it, subject to:
(i) availability;
(ii) Service Terms;
(iii) our current allocation policy at the time of request; and
(iv) payment of an additional Charge.

31 Dynamic IP addresses

(a) Unless your Internet Service specifies that we shall provide you with a static (ie non-changing) IP address, we may provide it using dynamic IP addresses (that change periodically).
(b) The periodic changing of dynamic IP addresses is normal network behaviour and not a fault.
(c) It may be difficult or impossible to operate an internet server (eg a mail server
or a web server) using an Internet Service with a dynamic IP address. If you intend to operate such a server you should use an Internet Service with a static IP address.

32 Supplied Equipment

(a) This clause applies if we supply Equipment to you, whether on our own account or on behalf of our Partners.
(b) You assume risk in Equipment upon delivery.
(c) We or our Partners (as applicable) retain title to, and have a security interest in respect of, Equipment:
(i) for the Loan Equipment, and any other Equipment rented or loaned to you – at all times; and
(ii) for any other Equipment – until full payment for the Equipment has been made – each a Security Period
(d) While we or our Partners retain title to Equipment, you hold it in a fiduciary capacity as bailee for us.
(e) We or our Partners (as applicable) retain all intellectual property rights in any software, manuals or user documentation supplied with Equipment.
(f) If you use in connection with a Service any Equipment we have not approved or provided:
(i) it must comply with all applicable Laws, and technical standards and requirements including those set by its supplier or the manufacturer;
(ii) you are responsible for ascertaining what those technical standards and requirements are, since we will not be familiar with the Equipment; and
(iii) we will not be liable to you for any losses or expenses you incur in relation to your use of the Equipment, except to any extent we cause or contribute to it by:
(A) our negligence, or
(B) our breach of the Consumer Guarantees.

33 Substituted Equipment

(a) On occasions, stock of advertised Equipment may become unavailable. In that event we may supply substitute Equipment that is substantially equivalent to the advertised Equipment.
(b) On occasions, we may determine that advertised Equipment may not be technically suitable for your situation. In that event we may supply substitute or modified Equipment that is more suitable.

34 Delivery of Equipment

(a) We will try to deliver Equipment to you on the delivery date (Delivery Date) and at the Service Address indicated on your Application during normal business hours in that area.
(b) Variations at your request to Delivery Date or Service Address:
(i) are at our discretion; and
(ii) may be subject to conditions, including extra Charges.

35 Installation and connection of Equipment

(a) This clause only applies if we expressly agree to install or connect Equipment.
(b) We will install the Equipment at the Service Address within a reasonable time after the Delivery Date to connect you to the Service during normal business hours in that area. You must provide us with safe access.
(c) You must prepare the Service Address for the installation (in accordance with any directions or specifications we issue) at your own expense, including providing:
(i) appropriate electricity supply;
(ii) appropriate electrical and mechanical fittings;
(iii) appropriate environmental conditions;
(iv) a secure location for the Equipment, including if applicable a suitable point for mounting an external satellite dish without obstructions;
(v) all necessary facilities for the location of the Equipment;
(vi) access to all necessary personnel including your technical personnel;
(vii) where relevant, permission for us and our representatives and agents to enter the Service Address and install the Equipment including making any minor physical modifications reasonably necessary for the purpose.
(d) You warrant to us that as at the date of installation and connection to the Service, you will have notified any relevant parties and obtained all relevant consents for us to enter onto the Service Address, install Equipment and connect you to the Service.
(e) You must indemnify us against any Claim made against us, or Loss incurred by us (including legal costs on a full indemnity basis) in connection with such entry and installation, except to the extent that we caused or contributed to the Claim or Loss by our negligence, breach of any Law or breach of your Contract.
(f) You must obtain and maintain, at your expense, any permits, licences, approvals, authorisations, including local council planning approval required for the installation and operation of the Equipment and connection to the Service.
(g) If installation must be rescheduled because you breach this clause, we may make a reasonable Charge for our additional costs.

36 Installation Charges

(a) We will charge you installation Charges (either on our own accounts, or on behalf of our Partners, as applicable) as stated in (or indicated by) your Contract.
(b) We will try to inform you in advance of any installation fees that may be charged by our Partners.
(c) If we find that installation will be more costly because of factors beyond our reasonable control, we may decline to proceed with installation unless you agree to revised Charges.

37 Additional Equipment services

(a) You may ask us to supply additional services in relation to Equipment eg repairs.
(b) If we agree to provide additional services, we will charge on a time and materials basis at our standard rates at the time (which may include materials supplied by our Partners at rates they determine).

38 Lost, stolen and damaged Equipment

(a) You are responsible for any lost, stolen and damaged Equipment that is owned by us or our Partner and is in your possession, under your control or on your property, except if it is caused by us, our personnel or our Partner.
(b) You must pay for the replacement or (if reasonable) repair of such Equipment, except if the loss, theft or damage is caused by us, our personnel or our Partner.

39 Return of Equipment

39.1 Loan Equipment
If:
(a) your Contract terminates for any reason; and
(b) you hold any Loan Equipment we have lent you – you must return it to us, or such other person as we direct, at your cost within ten days, failing which we may:
(c) take steps to recover it (and you acknowledge that we are authorized, and you will permit our Personnel, to enter your property at the Service Address or other place the Equipment is located to uninstall the Equipment and to remove it); or
(d) charge you for its replacement value.

39.2 Sale Equipment
If:
(a) your Contract terminates for any reason (except our fault); and
(b) you hold any Equipment we have sold you, but you haven’t yet fully paid for – we may:
(c) charge you for the unpaid balance of the price of Equipment; or
(d) require you to return it to us, or such other person as we direct, at your cost within ten days, failing which we may:
(i) take steps to recover it (and you acknowledge that we are authorized, and you will permit our Personnel, to enter your property at the Service Address or other place the Equipment is located to uninstall the Equipment and to remove it); or
(ii) charge you for its replacement value.

40 PPS Law

40.1 Application of clause

(a) This clause 40 applies to the extent that your Customer Contract provides for orcontains a ‘security interest’ for the purposes of the PPS Law (or part of it).
(b) The security interest granted to us is a ‘purchase money security interest’ to the extent that it can be under the PPS Law.

40.2 Registration and rights

(a) We or our Partner (as applicable) may register the security interest. You must do anything (such as obtaining consents and signing documents) which we require for the purposes of:
(i) ensuring that the security interest is enforceable, perfected and otherwise effective under the PPS Law;
(ii) enabling us or our Partner (as applicable) to gain first priority (or any other priority agreed to us in writing) for the security interest; and
(iii) enabling us or our Partner (as applicable) to exercise rights in connection with the security interest.
(b) Our rights under your Customer Contract are in addition to and not in substitution for our rights under other law (including the PPS Law) and we may
choose whether to exercise rights under our agreement and/or under such other law, as we see fit.

40.3 PPS Law exclusions and waivers

(a) The following provisions of the PPS Law do not apply and, for the purposes of section 107 of the PPS Law are ‘contracted out’ of your Customer Contract to the extent permitted by law:
(i) section 114(1)(a) (notice of sale of collateral);
(ii) section 116 (right to receive a statement of account);
(iii) section 120(2) (right to object to any proposal to retain collateral);
(iv) section 121 (right to object to any proposal to retain personal property);
(v) section 125 (right not to have goods damaged when removing an accession);
(vi) section 127 (right to refuse permission to remove an accession);
(vii) section 129 (right to receive notice of the removal of an accession);
(viii) section 131 (right to apply to Court for an order concerning the removal of an accession);
(ix) section 133 (debtor’s right to reinstate security agreement);
(x) section 134 (limit on reinstatement of security agreement)
(b) You waive your rights to receive a verification statement in relation to
registration events in respect of commercial property under section 148 of the
PPS Law.

40.4 No competing security interest
You must not create, purport to create or permit to be created any ‘security interest’ (as
defined in PPS Law) in Equipment during its Security Period other than with our express
written consent

40.5 Sub-hiring Equipment during Security Period

(a) You must not lease, hire, bail or give possession of (sub-hire) the Equipment to anyone else unless we (in our absolute discretion) first consent in writing. Any such sub-hire must be in writing in a form acceptable to us and must be expressed to be subject to our rights under our agreement with you.
(b) You must take all steps including registration under PPS Law as may be requiredto:
(i) ensure that any security interest arising under or in respect of the subhire is enforceable, perfected and otherwise effective under the PPS Law;
(ii) enable us or our Partner (as applicable) to gain (subject always to our respective rights) first priority (or any other priority we agree to in writing) for the security interest; and
(iii) enable us or our Partner (as applicable) to exercise our rights in connection with the security interest.

40.6 Costs
We may recover from you the cost of doing anything under this clause 40, including
registration fees and the costs of notification.

41 Rights and remedies for PDH goods and services

Important consumer information: Full details of the consumer rights and remedies
referred to in clause 41 can be obtained from the New Zealand Commerce Commission at
www.comcom.govt.nz or from a local consumer protection agency.

(a) If we supply you with goods or services of a kind ordinarily acquired for personal, domestic or household (PDH) use or consumption you have important rights under the New Zealand Consumer Law (NZCL) including Consumer Guarantees and remedies.

Nothing in your Contract limits those rights and remedies in any way.

(b) If we supply you with PDH Goods or Services, and you are told they come with a ‘manufacturer’s warranty or ‘one-year product assurance’ or similar, those rights are in addition to, and not instead of, your rights under the NZCL.

42 Service Level Agreements

If a Service or a Plan includes a Service Level Agreement (SLA) we are liable for any
remedy or rebate specified by the SLA.

43 Exclusion of implied terms

Important consumer information: Nothing in this clause 43 limits the consumer rights and remedies referred to in clauses 41.
Subject to clauses 4142 and 42:

(a) Any representation, warranty, condition or undertaking (whether in favour of you or of us) that would be implied in your Contract by legislation, common law, equity, trade custom or usage or otherwise is excluded from your Contract to the fullest extent permitted by law.
(b) We do not warrant or represent the performance, accuracy, reliability or continued availability of the Services or Facilities or that the Services or Facilities will operate free from faults, errors, or interruptions.

44 Limitation of liability – General

Important consumer information: Nothing in this clause 44 limits the consumer rights and remedies referred to in clause 41.
Subject to clauses 41, and 42, we are never liable to you for, and you release us from any Claim for, any Loss.

45 Liability – General

(a) You must pay us all Charges and other amounts due under your Contract.
(b) You must pay us the fair value of any Equipment that you fail to return to us if and when required by any Plan or Contract (less any amounts you may already have paid for the purchase of Equipment). You must also pay us fair compensation for any damage to such Equipment before it is returned. Fair wear and tear does not count as damage.
(c) You must indemnify us for any Loss we suffer as a result of or in connection with:
(i) your breach of your Contract;
(ii) your use of a Service or Equipment; or
(iii) a Claim against us by an End User in relation to a Service we supply to you – except to the extent that we caused or contributed to the Loss by our negligence, breach of any Law or breach of your Contract.
(d) You indemnify us for any Loss we suffer in connection with any Claim made against us by a third party arising out of or in relation to your use of Services or Equipment except to the extent that we caused or contributed to the Loss by our negligence, breach of any Law or breach of your Contract.
(e) Your obligations under this clause survive termination of your Contract.

46 Liability – legal requests, etc

(a) This clause applies where we reasonably incur expenses as a result of or in connection with:
(i) a police request for information or evidence in relation to you or your use of a Service; or
(ii) a Court or other competent authority’s direction for provision of information or evidence in relation to you or your use of a Service; or
(iii) a demand from a legal practitioner for information or evidence in relation to you or your use of a Service.
(b) You must reimburse our expenses on request.

47 Your liability to us – (alleged) illegal use, etc

(a) This clause applies where:
(i) your Service is actually or allegedly used in a way that breaches any law or infringes the rights of any third party; and
(ii) we suffer Loss or reasonably incur expenses as a result.
(b) You must make good our Loss and reimburse our expenses on request.

48 Liability and our Partners

48.1 No Claims against a Partner

If:
(a) except for this clause, you would have a Claim against a Partner arising out of or in connection with your Service or their role in its supply; and
(b) our Partner has required us to exclude the Claim and/or we are liable to indemnify it against the Claim –
then:
(c) you must not make the Claim;
(d) you release our Partner from the Claim; and
(e) you indemnify us and our Partner against any Loss we suffer if you do make the Claim.

48.2 Partner indemnity

If we are liable to indemnify a Partner against any Claim or Loss arising out of or in connection with your Service or their role in its supply, you must indemnify us against our
liability to the Partner except to the extent that we caused or contributed to the Claim or Loss by our negligence, breach of any Law or breach of your Contract.

49 Maintenance and faults

9.1 Maintenance

From time to time, the Network requires maintenance that may interfere with your Service. We will provide you with notice of any scheduled maintenance where reasonably possible

49.2 Reporting faults

(a) You may report faults in relation to a Service or the Network by contacting our help line during its operating hours.
(b) Before reporting a fault, you must take all reasonable steps to ensure that the fault is not caused by equipment which is not part of the Network.
(c) You must not report a fault directly to one of our Partners unless we ask you to do so.
(d) If you report a fault that turns out to be a ‘false alarm’, or not to relate to the Network, we may make a reasonable charge for our effort and expenses in responding to your report.

49.3 Repairing faults

(a) We will use reasonable efforts to repair faults in Our Facilities within a reasonable period.
(b) We will use reasonable efforts to have our Partners repair faults in Partner Facilities within a reasonable period.
(c) You are responsible for maintaining and repairing your own equipment (except where we supplied it and you have warranty rights in relation to a fault).

49.4 Cost of repairs

If you cause a fault or damage to the Network, we may charge you the reasonable cost of repairing it.

49.5 Liability for maintenance or fault outage

We are do not guarantee uninterrupted availability of the Network, and will not be liable to you for any temporary outage due to a Network fault or maintenance.

50 General power to vary your Contract

We may vary your Contract from time to time on reasonable notice to you but variationsdo not have retrospective effect.

51 Charges & payment (1): kinds of Charge

We have various kinds of Charge, including:

(a) installation Charges eg for installing Equipment;
(b) set up Charges eg a one-off Charge when you start on an Internet Service;
(c) miscellaneous Charges eg a Charge for providing a second copy of a bill, and any Charge that an applicable code, regulation, determination or law specifically allows us to make;
(d) equipment Charges eg the price of any router we sell to you – and other Charges stated as part of a Plan.

52 Charges & payment (2): Prices

(a) Subject to clause 53, our prices are as stated in your Plan.
(b) Our current prices at any time are referred to as our ‘Price List’

53 Varying Charges

We may vary the Charges or add new Charges from time to time in accordance with
clause 50.

54 Special Promotions

(a) We may offer Special Promotions to you, on particular terms.
(b) The particular terms of the Special Promotion will prevail to the extent of any inconsistency with other parts of your Contract.

55 Credit management (1): Guarantees and security

(a) We can make supply of Service conditional on you giving us, and maintaining, security and/or third party guarantees to our reasonable satisfaction.
(b) If we become entitled to suspend or terminate Service, we may make the resumption of Service conditional on you giving us, and maintaining, security and/or third party guarantees to our reasonable satisfaction.
(c) We may use a security payment to pay any billed Charge that is overdue, where you have not disputed the Charge.

56 Credit management (2): Credit checks

56.1 Credit checks

(a) At our discretion, we may obtain a credit report about you to help us decide whether to accept your application for service and to help us collect overdue amounts.
(b) In the course of a credit check, we may disclose personal information about you to a credit reporting agency or other credit information provider. We may receive a credit report and other information about you, including personal information.
(c) A credit reporting agency may include the fact that we obtained a credit report about you in its credit information file on you.

56.2 Disclosure of information

We may disclose to a credit reporting agency:

(a) information in your application;
(b) details of your account;
(c) that you have applied for credit with us;
(d) that we are a current credit provider to you;
(e) payments that are more than 60 days overdue and are subject to collection processes;
(f) any cheque of yours for $100 or more which has been dishonoured more than once;
(g) any serious credit infringement you have committed;
(h) that payments are no longer overdue.

56.3 Other credit disclosures

We may disclose information about you and any debt you owe us to:

(a) a debt collection service we engage; and
(b) anyone who takes, or is considering taking, an assignment of any debt you owe us.

56.4 Your consents

(a) If you are an individual, you agree that we can conduct a credit check and verify your personal details, in accordance with this clause.
(b) If you are self-employed, you agree that we can:
(i) obtain and use any report or information from a credit reporting agency, which contains information about your commercial activities or commercial credit worthiness;
(ii) exchange with your other credit providers, any credit report or other report about your credit worthiness or history, or personal information contained
in those reports –in accordance with this clause.

56.5 Further acknowledgments

You acknowledge that credit and other information about you may be used to:

(a) assess your application;
(b) assist you to avoid defaulting on your credit obligations;
(c) notify other credit providers of a default by you; and
(d) assess your creditworthiness.

57 Credit management (3): Services you acquire for others

If you enter a Contract where you will not be the main actual user of the Service (eg you
arrange an Internet Service for your children):

(a) You are responsible for all use of the Service and all Charges incurred under the Contract.
(b) If you give anyone else sufficient information about your Service (eg by giving them your user name, password or other credentials), they may be able to:
(i) uncap or unlimit any cap or other limits that apply to it;
(ii) change Plans;
(iii) disconnect Service; and
(iv) do anything else that you could do
You should treat all information that allows control of your Service as secret.
(c) Internet and telephone Services can be used to buy goods and services from third parties. You may be liable for debts incurred to these third parties.

58 When we can bill

(a) Your ‘Billing Period’ is the period between bills. Our standard Billing Period is monthly, but we may vary it.
(b) We may bill a part-period eg to align your Billing Period with the first day of each month.
(c) Subject to clause 58(d), we may bill for Charges at or after any of the following points:

(d) In any case, we may bill you for any Service we have already provided.

59 Bills – General

(a) You agree that you can incur a Charge without us issuing any invoice, statement or Bill.
(b) You agree that we need not offer payment by mail as a payment method for any Service.
(c) If we do provide an invoice, statement or Bill for a Service, we can send it to you in the same way as any other notice, including via your Account Page.

60 Extra Charges for bills and information

(a) We may charge you an extra Charge if:
(i) you request non-standard information about your bill or Charges, or
(ii) you ask us to deliver a bill by a method that is not the standard method for a Plan.
(b) If you request a paper bill when that is not the standard method for a Plan, the extra Charge is as notified in our Price List.

61 Costs of telephone Billing Enquiries

If we provide access to our billing enquiry point by telephone, you agree that standard call rates apply (including timed charges for national and mobile calls).

62 Out-of-pocket expenses

(a) We may notify you that, in order to supply a Service, we need to incur some out-of pocket expense that is not included in other Charges. In that case we will not supply that Service unless you make satisfactory arrangements to pay or reimburse that expense.
(b) We notify you that a Partner may charge us if you report a fault and there was no such fault, or the fault lies with equipment for which the Partner is not responsible, or if you contact the Partner directly. You must pay or reimburse all such amounts.

63 GST

(a) In this clause, an expression within a pair of asterisks means the same as in the GST Act.
(b) Our prices are taken to be GST inclusive unless they are expressed to be ‘GST exclusive’, ‘+ GST’ or similar.
(c) Where any amount is GST inclusive, it is the gross amount, inclusive of any GST payable in respect of any *taxable supply* for which that amount is paid. Otherwise:
(i) The *consideration* payable by you represents the *value* of any *taxable supply* for which payment is to be made.
(ii) If we make a *taxable supply* for a *consideration*, which represents its *value*, then you must pay immediately the amount of any GST payable in respect of the *taxable supply*.
(d) If these terms require you to pay, reimburse or contribute to an amount paid or payable by us in respect of an *acquisition* of a *taxable supply* from a third party, the amount you must pay, reimburse or contribute will be the value of the *acquisition* by us less any *input tax credit* to which we are entitled plus, if our recovery from you is a *taxable supply*, any GST payable under this clause.
(e) We may recover any GST payable under this clause in the same manner as our Charges.

64 Late billing

(a) We may late bill.
(b) Some Charges in a Bill may relate to a previous Billing Period.

65 When you must pay

(a) Where a Direct Debit or credit card arrangement applies, we may Extract payment for Charges:
(iii) after it is billed (if we issue a Bill for the Service); or
(iv) after the end of the current Billing Period (if we do not issue a Bill for the Service).
(b) If any Bill is overdue for payment, you must pay that Bill and any other Bill immediately.
(c) In any other case, you must pay a Bill within 14 days after its Bill Date.

66 How you can Pay

(a) If your Plan specifies ‘Direct Debit only’ (or similar) then:
(v) Direct Debit payment is a precondition to supply of Service to you.
(vi) We may suspend Service if Direct Debit arrangements are not maintained.
(vii) You must not cause to be reversed any Direct Debit payment to us, unless you have our prior written approval. Otherwise, you must pay our reasonable costs (including legal fees if necessary) of reinstating the transaction.
(b) In any other case:
(i) Direct Debit is our preferred payment method and incurs no surcharges.
(ii) You may pay by:
(A) MasterCard or Visa; or
(B) any other payment option – we notify you that we accept for that Plan.
(iii) Payments made using credit cards or other payment options – except Direct Debit – may be subject to a surcharge as notified on our website or a Bill.
(iv) If any payment you make is dishonoured we may charge you a reasonable payment dishonour fee and recover from you any fees charged by our bank which result from the dishonored payment.

67 Late payment (1)

If a Bill is not paid on time:

(a) you are in breach of your Contract, and
(b) we may also charge:
(i) interest at 1.5% a month from the date the Bill was due for payment until it is paid in full; or
(ii) a reasonable late fee; and
(iii) any collection fees and expenses that we incur.

68 Late Payment (2) – accounts over 60 days

If your payment is 60 days or more overdue or we otherwise consider it is reasonable to do so –

(a) we may refer it to an external collections agency;
(b) we notify you that our collection fees and expenses under clause 67(b)(iii) may:
(i) include the external agency’s collection fee and/or
(ii) include a minimum recovery charge.

69 Early Termination Fees

The amount of an Early Termination Fee that we are entitled to charge is:

(a) the amount specified in or calculated in accordance with the relevant Plan; or
(b) otherwise:
(i) any amount we remain liable to pay to a third party (eg a wholesale supplier) for goods or services we cannot resell or resupply to other customers; and
(ii) a reasonable estimate of our lost profit as a result of early termination.

70 Billing disputes

(a) Our records of what you owe us are deemed to be right unless you show them to be wrong.
(b) If you dispute a bill, you must pay it on time. We shall credit you if it is later determined that you are entitled to a credit.
(c) You may not raise a billing dispute more than 12 months after a bill is issued, and we will not pay any refund or give any credit in respect of a period prior to that.

71 Billing for unauthorised use of your account

You are responsible for, and must pay for, all use of your Service except for unauthorised use that results from our negligence or breach of a Consumer Guarantee.

72 Billing agents

(a) We may bill you via a billing agent (eg another company in our group).
(b) Payment to our billing agent constitutes payment to us.
(c) Failure to pay our billing agent constitutes failure to pay us.

73 Your cooperation

(a) You must give us all reasonable cooperation that we require in order to provide a Service to You, and fixing any problems that arise, and resolving any disputes that may arise or complaints that you may have.
(b) You acknowledge that, where a Service is a “network” within the meaning of the Telecommunications (Interception Capability and Security) Act 2013, we or a Partner may be required:
(i) to intercept communications over the Service, and
(ii) monitor usage of the Service and communications over it.

74 Complaints – General

(a) If you have any complaints in connection with the Service (including complaints about your invoice) you should contact us first to resolve the complaint via the contact details available on our website.
(b) We will handle your complaint in accordance with our complaints procedure. You can get information on our complaints procedure by contacting us.
(c) You are also entitled to make a complaint to Telecommunications Dispute Resolution and possibly to the Commerce Commission. We ask that you notify us before you do so, so that we have the opportunity to try to resolve your complaint at that stage.

75 Termination & suspension by us (1): Early termination

We may terminate a Contract immediately, or suspend or restrict Service if, in relation to that or any other Contract or Service:

(a) you fail to pay us any money that is due;
(b) your Credit Assessment Information was materially adversely inaccurate;
(c) you threaten not to pay us money that you owe us, or will owe us in the future;
(d) you cause to be reversed any Direct Debit or credit card payment to us (except with our prior written agreement);
(e) you are in material breach of your Contract, including terms relating to your use of the Service of any Acceptable Use Policy;
(f) you are subject to an Insolvency Event;
(g) we reasonably believe that you have vacated your Service Address without notice to us;
(h) we reasonably consider that it is desirable to do so to facilitate Network maintenance or to protect the Network from harm;
(i) it becomes technically infeasible for us to continue the Service, including where any of our Partners cease to provide a service;
(j) you use a Service in a way that places unreasonable demands on our Network;
(k) we are unable to obtain access to your Service Address as required to provide, maintain or repair the Service;
(l) there is an emergency that warrants it;
(m) you have told us that you no longer require the Service;
(n) we reasonably suspect that you, an End User or any person in connection with the Service is fraudulent or where evidence suggests illegal conduct in relation to the Service;
(o) if we reasonably suspect fraud or attempted fraud involving the Service;
(p) we suspend, become entitled to suspend, the Service, and the suspension or entitlement continues for more than a month;
(q) an Intervening Event occurs; or
(r) in any other circumstances stated elsewhere in our Customer Terms; or
(s) we are otherwise entitled to do so under your Contract

We may charge a reconnection Charge following action under this clause unless it resulted from our mistake.

76 Termination & suspension by us (2): Other events

(a) We may terminate a Contract immediately or suspend performance of our obligations under the Contract if you die or are subject to an Insolvency Event, if we have a reasonable belief that we are unlikely to receive or retain payments for amounts due and payable by you under the Contract.
(b) We may suspend or restrict the supply of the Service if there are reasonable grounds for believing:
(i) a serious threat or risk exists to the security or integrity of the Network,
or
(ii) the provision of the Service may cause death, personal injury or damage to property.
(c) We may suspend or restrict the supply of the Service if there are problems with the Network, or we or our Partners need to suspend the Services to conduct operational and maintenance work on the Network;
(d) We may suspend or restrict the Service in cases of emergency, including for the provision of support to emergency and other essential services.
(e) We may terminate a Contract or suspend or limit or vary performance of our obligations under it to comply with:
(i) legislative or regulatory requirements, or
(ii) the order of a court or lawful direction of a competent authority – to the extent the legislative or regulatory requirements or order or direction unavoidably requires us to do so.
(f) We may suspend, intercept or terminate a service in order to comply with a warrant or other court order, or as otherwise required or authorised by law.

77 Early termination by you

(a) You are not entitled to simply choose to terminate a Contract during its fixed or minimum term, unless our your Contract or the law says otherwise.
(b) Our Plans are priced on the basis that you will complete your Contract.
(c) Where you are entitled to terminate your Contract early because we have offered you that option in your Plan or Contract, we may bill you for:
(i) any outstanding amounts for installation costs or equipment used in connection with services provided by other suppliers;
(ii) usage or network access charges incurred up to the date on which the Contract ends; and
(iii) any applicable amounts under clause 77(e).
(d) If we agree that you may terminate your Contract early in any other circumstances, we may bill you:
(i) an Early Termination Fee;
(ii) any applicable amounts under clause 77(e);
(iii) a reasonable administration Charge;
(iv) usage or network access charges incurred up to the date on which the Contract ends; and
(v) any other Charge that is specified in the applicable Plan or the Price List.
(e) Some of our Plans discount, subsidise, defer or waive normal Equipment costs or installation costs (eg include a $0 up-front modem or zero set up fees on the basis that you commit to a certain minimum or fixed term. If you want to terminate a Contract under such a Plan early (and if we agree that you may do so either pursuant to your Plan or otherwise) we may also bill you an additional Charge for any discounted or subsidised items or for fees or other charges deferred or waived, in each case as specified in your Plan or otherwise representing their reasonable value pro-rated against the portion of the minimum or fixed term that is to be truncated.

78 Termination by you

You may terminate your Contract:

(a) (except during any fixed or minimum term) – on at least 30 days’ written notice, taking effect at the end of a Billing Period (eg if you give notice on 26 March, your Contract ends on 30 April next); or
(b) in any other circumstances where your Contract expressly provides for it.

79 Post-termination

If your Contract ends:

(a) Our obligations to you under that Contract are at an end (except for any accrued entitlements you may have under the consumer rights and remedies referred to in clause 41).
(b) We may bill you for any Services we have not yet invoiced and all other amounts we are entitled to under the Contract.
(c) All bills are payable immediately.
(d) You authorise us to recover any undisputed outstanding Charges and Early Termination Fees from any overpayment you have made, or Direct Debit them from your credit card or bank account if you normally pay by Direct Debit.
(e) You must return to us, promptly, any of our Equipment under your control. (If you fail to do so, we may bill you a reasonable Charge for it.)
(f) Any cause of action that either of us had against the other pre-dating the termination is not affected,
(g) The limitations of our liability, and our rights of indemnity, under our Customer Terms continue,
(h) No other Contract is affected unless we also terminate it.

Otherwise, that Contract is at an end for all purposes.

80 Charges during a period of suspension

If we suspend Service:

(a) because of your fault or breach of your Contract – you remain liable for all Charges payable under your Contract during the period of suspension;
(b) otherwise – you are entitled to a pro rata reduction in Charges in respect of the period of suspension.

81 Errors in our documents

(a) Clerical or computation errors and misprints in any document that we provide to you in connection with your Contract, including any Plan terms, catalogues, price lists, delivery dockets, invoices, statements or credit notes, may be corrected by us reissuing the document or by otherwise giving you notice of the error or misprint with reference to the original document.
(b) You are not entitled to a reduction or variation in the price of the Services by reason of any such errors or misprints.

82 Provision of Services by our Partners

(a) If we terminate an arrangement with a Partner through which we supply the Service to you, you acknowledge that our Partner may arrange to supply you with the Service directly.
(b) If our rights and obligations under your Contract are assigned or novated to our Partner in order to supply the Service directly to you, you acknowledge that the rate plan and Charges applicable to the provision of the Service may be altered to the nearest applicable Partner rate plan provided that the Charges will not increase during any fixed term of your Contract.

83 Assignment

(a) We may assign or novate all or part of our rights and obligations under your Contract without your consent.
(b) You cannot assign or novate all or part of your rights and obligations under your Contract unless we agree in writing.

84 Notices

84.1 How we give notices
Subject to clause 84.2, we may give notice to you in connection with, or as required by, our Customer Terms:

(a) in person;
(b) by fax;
(c) by email;
(d) by post;
(e) by Instant Messaging; or
(f) in any other way allowed by law – or by giving you (by one of the above means) notice of the address of a web page where the notice can be read.

84.2 Form of notice

(a) If our Customer Terms, or any Law, requires a notice to be in writing, we will give it in writing.
(b) Otherwise, we may give a notice:
(i) verbally or in writing; or
(ii) by voice call (including an a robocall call or a recorded message that contains the notice) or, if you do not answer a voice call, by leaving voicemail.

84.3 Address or number for notices

We may direct a notice to:

(a) a number or address that we reasonably believe to be current;
(b) in any event, the most recent number or address that you have notified to us;
and
(c) if you are a company, your registered office.

84.4 Time of receipt

A notice is taken to have been received:

(a) if we give it to you in person (including a voice call you are a party to) – at the time of delivery;
(b) if we give it to you by voicemail during business hours in your locality – two hours later;
(c) if we give it to you by voicemail outside business hours in your locality – at 9am on the next Business Day in your locality;
(d) if we fax it during business hours in your locality – two hours later, subject to our fax machine receiving a successful transmission confirmation;
(e) if we fax it outside business hours in your locality – at 9am on the next Business Day in your locality, subject to our fax machine receiving a successful transmission confirmation;
(f) if we email it during business hours in your locality – two hours later, subject to a ‘delivery failure’ message not being received;
(g) if we email it outside business hours in your locality – at 9am on the next Business Day in your locality, subject to a ‘delivery failure’ message not being received;
(h) if we post it – at noon on the second Business Day after posting;
(i) if we send it by Instant Message during business hours in your locality – two hours later;
(j) if we send it by Instant Message outside business hours in your locality – at 9am on the next Business Day in your locality;
(k) if we send you notice of the address of a web page – two hours after that notice is taken to have been received; or
(l) if there is evidence that you received it at an earlier time – that earlier time.

85 Governing law

Your Contract is governed by and must be construed in accordance with the laws of New Zealand. You and we submit to the exclusive jurisdiction of the courts of New Zealand.

86 Privity

For the purposes of the Contract and Commercial Law Act 2017, those provisions of your Contract which confer a right or benefit on our Partners are for the benefit of and intended to be enforceable by our Partners.

87 Entire agreement

Your Contract is the entire agreement between you and us regarding its subject matter, and you acknowledge that:

(a) your Contract does not include any term, condition, warranty, representation or guarantee that is not expressly set out in it, other than a Consumer Guarantee to the extent it may not lawfully be excluded; and
(b) you have not relied on any representation that is not expressly set out in your Contract.

88 Delays

(a) Time is not of the essence in the performance of our obligations, including the provision of Service, under your Contract.
(b) We are not liable to you for any delay in the provision of any Service.
(c) You may not cancel or amend an order for a service on the grounds of any delay in providing it.

89 No waiver

A failure, delay, relaxation or indulgence by us in exercising any power or right conferred under your Contract (such as a right that we have due to your breach of your Contract) does not operate as a waiver of the power or right.

90 Commission

We may pay a commission to any agent, employee, contractor or dealer in connection with the acquisition of the Services and your Customer Contract

91 Information about your rights

Information and advice about your rights can be obtained by contacting Telecommunications Dispute Resolution or the Commerce Commission.

92 Complaints and assistance services

Our contact details are available on our website. You may contact us and make any complaint by contacting us or the following assistance services:

(a) Customer Service – see clause 3 for the number.

93 Commercial Electronic Messaging

(a) Subject to this clause, we may send you Commercial Electronic Messages regarding telecommunications goods and services, and ancillary goods and services, and you consent to us doing so.
(b) Your consent under clause 93(a):
(i) applies while your Contract is in force and for a year afterwards; and
(ii) is in addition to any other consent that you may give, or which may be inferred, for the purposes of the Spam Act; but
(iii) terminates if you give us reasonable written notice that it is withdrawn
(including by using an unsubscribe function on any message from us).
(c) This clause 93 survives the termination of your Contract.

94 Interpreting your Contract

(a) If an expression is defined in the Dictionary in clause 95, that is what it means.
(b) If an expression is defined in the Dictionary, grammatical derivatives of that expression have a corresponding meaning. (For instance, if ‘to colour’ means ‘to paint blue’, then ‘coloured’ means ‘painted blue’.)
(c) Expressions like ‘includes’, ‘including’, ‘eg’ and ‘such as’ are not words of limitation. Any examples that follow them are not to be taken as an exhaustive list.
(d) The rule of construction known as ejusdem generis shall not apply, and clauses containing examples shall be construed without regard to that rule
(e) A provision of your Contract will not be construed against a party because that party proposed or drafted it.
(f) Headings are only for convenience. They are to be ignored when interpreting our Customer Terms.
(g) A schedule to a document is part of that document.
(h) A reference to the singular includes the plural and vice versa.
(i) There is no significance in the use of gender-specific language.
(j) A ‘person’ includes any entity which can sue and be sued.
(k) A ‘person’ includes any legal successor to or representative of that person.
(l) A reference to a law includes any amendment or replacement of that law.
(m) Anything that is unenforceable must be read down, to the point of severance if necessary.
(n) Anything we can do, we may do through an appropriately authorised representative.
(o) Any matter in our discretion is in our absolute and unfettered discretion.
(p) A reference to a document includes the document as modified from time to time and any document replacing it.
(q) If something is to be or may be done on a day that is not a Business Day then it must be done on or before the next Business Day.
(r) The word ‘month’ means calendar month and ‘year’ means 12 months.
(s) The words ‘in writing’ include any communication sent by letter, facsimile transmission or email or any other form of communication capable of being read by the recipient.
(t) A reference to all or any part of a statute, rule, regulation or ordinance (statute) includes that statute as amended, consolidated, re-enacted or replaced from time to time.
(u) Money amounts are stated in New Zealand currency unless otherwise specified.
(v) A reference to a ‘notice’ means a notice that can be read, unless stated otherwise

 

95 Dictionary

Account Page means a web page or facility we may provide that permits you to view and / or manage details of your account.
Acceptable Use Policy means a policy so titled and issued under clause 10.
Application Date – see clause 25(a).
Automatic Direct Debit means a periodic payment that is automatically deducted by us from your nominated financial institution account.
Bill means an invoice from us stating Charges that you are liable to pay and advising you of the total amount due, or in credit, and where an amount is due, the payment method.
Billing Period – see clause 58(a).
Business Day – Monday to Friday excluding statutory holidays.
Charge means a charge applicable under your Customer Contract.
Claim means any and all claims, alleged claims, actions, suits or proceedings by any person of any nature or kind, whether in contract, tort (including negligence) at common law, in equity, under statute or otherwise however arising (including by way of set off,
cross-claim or counterclaim).
Commercial Electronic Message means the same as in the Spam Act.
Consumer Contract means the same as in the NZCL.
Consumer Guarantee means the consumer guarantees provided under the NZCL.
Contract means the same as Customer Contract.
Contract Date – see clause 25(b).
Credit Assessment Information means information that we obtain from you and reasonably use for the purpose of assessing your capacity to pay for goods or services you ask us to supply.
Credit Management means the process by which we:
(a) help customers to manage their expenditure on Services;
(b) manage any credit risk to us; and
(c) collect outstanding debts from customers and former customers.
Customer Contract – see clause 4.
Customer Terms – see clause 1.
Delivery Date – see clause 34.
Dictionary means this table of defined terms.
Direct Debit means a payment that is deducted by us from your nominated financial institution account, including an Automatic Direct Debit.
Early Termination Fee – see clause 69.
End User – see clause 27(b).
Equipment means a modem, router, satellite dish, cabling or other hardware.
Exploitative Use – see clause 29(a).
Extract means deduct an amount by Direct Debit.
Facilities means equipment and network infrastructure of all kinds used to provide or in connection with the provision of a Service.
Fair Use Policy means a policy so titled and issued under clause 10.
Fixed Wireless means the network technology known as fixed wireless.
General Terms means the terms in Part C.
GST means Goods and Services Tax.
GST Act means the Goods and Services Tax Act 1985.
IDC means a code that identifies this version of our Customer Terms ie 20211201.
Insolvency Event includes an event where a receiver or receiver and manager is appointed over any of your property or assets, an administrator, liquidator or provisional liquidator is appointed to you, you enter into any arrangement with your creditors, you become unable to pay your debts when they are due, you are wound up or become bankrupt, or any other analogous event or circumstance occurs under the laws of any jurisdiction.
Instant Messaging means SMS, RCS message, iMessage, Facebook Messenger and any similar messaging service by which you and we can exchange text or voice messages.
Internet Service a Service that provides access to the Internet.
Intervening Event means an event beyond our reasonable control which interferes with and prevents us from providing the Services to you. Such events include any act or omission of our Partners, any disruption to our or our Partners’ networks, infrastructure and equipment, failure of any electrical power supply, changes to any laws or regulations, and acts of God, lightning strikes, earthquakes, floods or other natural disaster.
Law means law, Act of Parliament, regulation, mandatory standard and industry code and including a requirement or direction of any Regulator.
Loan Equipment – see clause 17.
Loss means losses, harm, damages, liabilities, charges, expenses, compensation, fine, penalty, payment outgoings or costs and all related costs and expenses (including reasonable legal fees and reasonable costs of investigation, litigation, settlement, judgment, appeal, interest and penalties) of any nature or kind, however it arises and whether it is present or future, fixed or unascertained actual or contingent, including but
not limited to:

(a) economic loss;
(b) business interruption;
(c) loss of revenue, profits, actual or potential business opportunities or contracts;
(d) anticipated savings;
(e) loss of profits;
(f) loss of data;
(g) indirect or consequential loss;
(h) an obligation to indemnify another person;
(i) an obligation to contribute to the compensation of loss or damage suffered by another person

Network – see clause 26.
NZCL means New Zealand consumer laws set out in the Consumer Guarantees Act 1993 and the Fair Trading Act 1986.
NZCL Consumer means an individual or business who acquires goods and/or services wholly or predominantly for personal, domestic or household use or consumption.
Off-peak – see clause 7.
Operational Directions – see clause 13.
Our Facilities means Facilities we own and/or operate. Partner means a third party that, under a contract with us, provides (a) access to Facilities they own, control, manage or maintain or (b) content or (c) a service – in some cases, that we resupply to you.
Partner Facilities means Facilities that are managed, maintained and/or supplied by a Partner.
Partner Requirements – see clause 14.
PDH means personal, household or domestic.
Peak – see clause 7.
Periodic Entitlements – see clause 8.
Personnel means, in relation to a party or third party, that party’s officers, employees, agents, contractors, subcontractors and consultants.
Plan means a particular set of features, entitlements, term of contract, Charges and special conditions in connection with a Service.
PMSI means a purchase money security interest under the PPS Law.
Post-Paid Plan means a Plan where you can use all or part of the Service before you pay for it.
PPS Law means the Personal Property Securities Act 1999.
Prepaid Plan means a Plan where you must pay in full for Service before you use it.
Price List – see clause 52.
Product means goods and / or services.
Recharge Balance means an amount we specify as the Recharge Balance from time to time.
Recharge Billing means billing in accordance with clause 60.
Regulator includes the New Zealand Commerce Commission and any other relevant government or statutory body or authority and Telecommunications Dispute Resolution.
Related Body Corporate means the same as in the Companies Act 1993.
Security Period in respect of any Equipment means the applicable period, if any, under clause 32(c)
Service means a service (and includes Equipment) which we provide to you, including but not limited to satellite broadband services.
Service Address means, in relation to a Service that is, or is to be, provided for use at a fixed location, the address of that location.
Service Level Agreement means a written service quality assurance titled as such.
Service Schedule means terms and conditions that apply to particular Services, usually as set out in a document titled as such.
Service Start Date – see clause 25(c).
Site – see clause 34.
SLA means a Service Level Agreement.
Spam means an unsolicited commercial electronic message within the meaning of the Spam Act.
Spam Act means the Unsolicited Electronic Messages Act 2007.
Special Promotion means a special promotion we may offer from time to time, on terms we notify in connection with the offer.
Standard Form Contract means a Customer Contract that is a standard form contract within the meaning of the Fair Trading Act 1986.
Start Date – see clause 2.
Telco Act means the same as Telecommunications Act.
Telecommunications Act means the Telecommunications Act 2001.
Term means from the Contract Date until your Contract ends.
Top Up means an amount Extracted by Direct Debit when a Top Up Trigger is reached, being the difference between the Top Up Trigger and the required Recharge Balance.
Top Up Trigger means an amount that we specify as the specified Top Up Trigger from time to time.
Unfair in relation to a term in a Consumer Contract means an unfair contract term as determined under the Fair Trading Act.
Use-by Date – see clause (c)(c).
We, us, etc – see clause 3.
Wholesale Supplier means, the wholesale suppliers of satellite broadband and other internet services to Brdy for resupply to its customers from time to time. .
You or you means the person with whom we have entered into a Customer Contract.

Part D – Partner Requirements – Wholesale Suppliers

1 Partner Requirements

We notify you of the following Partner Requirements:

(a) If our Wholesale Supplier has not been paid for a Service we have provided to you, and if you have not paid us for it, you must pay the amount you owe us to the Wholesale Supplier on demand.
(b) You consent to us and our Wholesale Supplier exchanging your details and information about or in connection with your personal credit, commercial activities or commercial creditworthiness.
(c) Our Wholesale Supplier may provide a Service that we resupply to you by means of a different carrier from time to time and as it sees fit.