Terms of service
The use of any Full Flavour Ltd services are subject to our standard terms & conditions.
These may be changed from time to time with prior notice published on our website.
1) Application and Variation of these Terms
a. These terms and conditions are the terms on which Full Flavour Media LTD provides services or goods to its Customers, modified by any written contract between Full Flavour Media LTD and the Customers in any particular case. The terms so modified constitute the agreement in its entirety and supersede prior agreements. The Customer is required to keep their contact details with Full Flavour Media LTD current.
2) Agreement Start Date and Ready For Service (RFS) Date
a. Agreement Start Date is the date from which the term of the agreement will commence. This date will be the RFS date, unless commencement of the service has been delayed and agreed, in which case the Agreement Start Date will begin at the commencement of service date. Full Flavour Media LTD will agree a Ready For Service date with the Customer, which will be the date that the service will be made available to The Customer for The Customer’s use. In the absence of a RFS date the RFS date is deemed to be 10 days after date this contract is signed. Full Flavour Media LTD will commence billing of the subscribed service from the RFS date.
a. Full Flavour Media LTD will invoice you monthly for services provided to you. Fixed charges are payable in advance. Usage based charges which may vary are payable in arrears. Customers are also liable for all charges and expenses incurred by Full Flavour Media LTD resulting from any security breach or attack or Customer error that involves Customer hardware, software or network configuration. The Customer must pay Full Flavour Media LTD’s charges for all services by the due date as specified in any supply agreement, or if none specified then as set out in Clause 4 of these standard terms and conditions.
4) Payment of Accounts
a. Full Flavour Media LTD will invoice the Customer monthly for Full Flavour Media LTD’s charges for services provided to the Customer
b. Payment of charges is due on the date indicated on the invoice. Where The Customer, acting reasonably, disputes a charge in writing before the due date the Customer may withhold the disputed portion until the dispute is resolved by the party. Any non-disputed charges may not be withheld.
c. No special credit terms are given. If payment is not received on or before the due date, a finance fee of 10% (minimum $10) per month at Full Flavour Media's discretion will be payable on all undisputed overdue amounts.
d. Accounts with an undisputed balance more than 30 days overdue may be suspended without further warning. Full Flavour Media LTD may charge for the reconnection or resumption of a service.
e. Suspended accounts may be sent to Full Flavour Media LTD’s elected debt collection agency without further notice. Any expenses incurred in the recovery of debt, including but not limited to legal and debt collection costs, shall be claimed on the Customer.
a. All charges specified on this agreement include GST, unless otherwise stated.
6) Dispute Resolution
a. If a dispute arises out of or relates to this Agreement including any dispute as to breach or termination of the Agreement or as to any claim in tort, in equity or pursuant to any statute (Dispute) a party may not commence any court or arbitration proceedings relating to the Dispute unless it has complied with the provisions of this Clause 4 except to the extent that the Party seeks urgent interlocutory relief.
b. A Party to this Agreement claiming that a Dispute has arisen must give written notice before payment is due to the other party to this Agreement specifying the subject matter and details of the Dispute and the relief sought.
c. After written notice of Dispute being given, the Parties must then for a period of up to 1 calendar month endeavour in good faith to resolve the Dispute expeditiously using agreed informal dispute resolution techniques such as negotiation, mediation, expert evaluation or determination or similar techniques.
d. If the Dispute is not resolved within 1 calendar month of the written notice of Dispute being given the parties are free to pursue their legal remedies as they choose.
e. Nothing contained in the dispute resolution procedures in this clause will deny a Party to this Agreement the right to seek injunctive relief from an appropriate Court, where failure to obtain such relief would cause substantial damage to the party concerned.
f. Notwithstanding the existence of a Dispute, each party shall continue to perform its obligations in accordance with this Agreement to the maximum extent possible (having regard to the nature of the Dispute).
7) Payment Guarantee
a. Full Flavour Media LTD may require the payment of a payment guarantee before providing the service, or as a condition of continuing any Service, and may use the payment guarantee to meet any costs, loss or liability caused by the Customer. When the Customer has fully performed his or her obligations, Full Flavour Media LTD shall return the outstanding balance of the payment guarantee, without interest.
8) Credit Checks Privacy Consent
a. The Customer consents to Full Flavour Media LTD obtaining credit reports and information containing commercial and personal information concerning credit worthiness for the purpose of assessment by Full Flavour Media LTD of an application for Service.
9) Publication at Customers Risk
a. The Customer accepts responsibility for all information and material issued by the Customer over any Service, and indemnifies Full Flavour Media LTD against any liability in relation thereto. In particular the Customer undertakes that it shall not publish, distribute or issue any information that is illegal, including copyrighted materials. The Customer also acknowledges that Full Flavour Media LTD does not vet or approve any information or material available through any service and that Full Flavour Media LTD does not accept any liability. To the full extent permitted by law the Customer accesses and uses such information and material at his or her own risk.
a. Neither party will, and each party will procure that its officers, employees, agents and contractors will not:
i. Use any Confidential Information for any purpose or reason or disclose any Confidential Information for any purpose or reason other than as required by law or in accordance with this Agreement; or
ii. Disclose to any person other than a professional adviser, the nature or contents of this Agreement or any matter which is the subject of this Agreement.
11) Provision of Service
a. Subject to the Service Level Agreement and Service Terms applicable Full Flavour Media LTD endeavours to provide continuous uninterrupted service at all times; however the Service provided to the Customer is not fault free and relies on factors outside of the direct control of Full Flavour Media LTD. Only the services explicitly stated in the contract will be provisioned and supported. All other service offerings are specifically excluded.
12) Exclusion of Liability
a. Except as provided in Clause 13 Full Flavour Media LTD is not liable to the Customer or any other person for:
i. any cost, loss or liability (including loss of profit or other consequential damage) arising from Full Flavour Media LTD’s supply or failure or delay in supplying Service.
ii. the content or, context, or confidentiality of any communications made using the Service. Full Flavour Media LTD does not provide support for third party software, including software downloaded from the Internet.
iii. any act of God, nature, terrorism, war or Government, or any civil disturbance or other circumstance beyond Full Flavour Media LTD’s reasonable control.
13) Limitation of Liability
a. Except as provided below all terms, warranties, undertakings, inducements and representations relating to the provision of any Service or goods are excluded and Full Flavour Media LTD will not be liable for any loss or damage (including consequential loss or damage) however caused (whether by negligence or otherwise) in respect of any Service or goods inclusive of any software material hosted or designed by Full Flavour Media LTD. To the extent that Full Flavour Media LTD cannot exclude liability at law, Full Flavour Media LTD’s liability for any breach of such implied term or warranty will be limited at Full Flavour Media LTD’s option or in any way permitted by the legislation including where so permitted:
i. if the breach relates to goods: the replacement or repair of the goods; or the payment of the costs of replacing or repairing the goods.
ii. if the breach relates to services: the supplying of those services again; or the payment of the costs of having those services supplied again.
14) Fault Escalation Responsibilities
a. The Customer is responsible for notifying Full Flavour Media LTD of a service fault as quickly as possible.
b. Full Flavour Media LTD is responsible for trouble-shooting the source of the service fault, and either rectifying the fault in a timely fashion (i.e. if the fault is within the Full Flavour Media LTD network) or escalating the fault to the Local Fibre Company (LFC) (i.e. if the fault is within the LFC’s network).
15) Fault Restoration
a. Standard Business Hours Fault Resolution: Network staff are available 7am-7pm and have service targets for providing an update to a customer fault enquiry within a maximum of 60 minutes of the fault being notified by The Customer to Full Flavour Media LTD. Calls logged outside normal hours will be attended to next business day. Full Flavour Media LTD reserves the right to charge support fees inside normal business hours where a fault has been notified and investigated and cannot be traced to either the Full Flavour Media LTD or the Telco’s networks. If the fault is found to be on Full Flavour Media LTD or the Telco’s network, no support fees will apply.
b. Full Flavour Media LTD’s Emergency Contact Process: Please refer to your Full Flavour Media LTD account manager for details regarding this.
c. Outside Standard Hours Fault Resolution: Support outside normal business hours is available via an after hours voice service on 07 929 7111. Note while outage reports are responded to as soon as practically possible, other support queries won’t be dealt with until the next business day.
a. The standard contract term for UFB, is 12 months.
b. The fixed term of the supply agreement expires after the Term of Contract has been completed.
c. Contracts still within the Term of Contract may be terminated in accordance with clause 17. Termination.
a. A customer terminating a fixed term agreement becomes liable on notice of such termination for all the outstanding charges associated with completing the full Term of Contract of the agreement. All outstanding charges become immediately payable on giving of such notice of termination.
b. Any deposit paid on an order or service, which is cancelled or terminated by the Customer prior to supply, the commencement of service, or within a fixed term contract will be forfeit to Full Flavour Media LTD.
c. After reasonable notice is given Full Flavour Media LTD may terminate any agreement or the provision of any Services if:
i. the Customer breaches any term of any agreement and fails to rectify the breach within 5 working days of notice.
ii. Full Flavour Media LTD forms the opinion in good faith that the Customer is or may be insolvent.
iii. the Customer modifies, alters or tampers with the Network or Full Flavour Media LTD facilities without express written authorisation.
iv. all outstanding charges become immediately payable on giving of such notice and in no circumstances shall the Customer be entitled to any refund of payment made under this agreement.
d. Either party may terminate a non-fixed term agreement or a contract where the Term of Contract has been completed with 30 days written notice.
18) Suspension Of Services
a. Full Flavour Media LTD may suspend, disconnect or discontinue any Service in whole or in part at any time without notice and without compensation if in its reasonable opinion:
i. it is necessary to safeguard the integrity of the Full Flavour Media LTD Network;
ii. there is or has been unauthorised, unlawful or fraudulent use of any Service or the Customer use of any Service or Equipment is causing or may potentially cause damage or interference to any Software, Network or Equipment or the contravention of any statutory requirement;
iii. it is necessary to comply with a direction, order or request of any government authority or other competent authority; or
iv. the Customer does not comply with section 4 d) of these Standard Terms and Conditions.
19) Information Received
a. Except as otherwise expressly permitted in writing, no person may reproduce, redistribute, retransmit, publish or otherwise transfer or exploit any information which they receive regarding Full Flavour Media LTD’s Service, for any purpose or use which is in competition with Full Flavour Media LTD.
20) Leased Equipment
a. Leased Equipment will at all times remain the property of Full Flavour Media LTD or (as the case may be) the Third-Party Service Provider.
b. the Customer:
i. keep the Leased Equipment in a good, clean condition at all times;
ii. keep the Leased Equipment at all times at the Site(s) and within Customer possession and control;
iii. ensure the Leased Equipment is housed, used and operated in a suitable environment and in a skilful and proper manner, and in accordance with relevant user guides and all reasonable instructions issued by Full Flavour Media LTD;
iv. notify Full Flavour Media LTD of any change in circumstances which might otherwise impede Full Flavour Media LTD in tracing Customer location or that of the Leased Equipment;
v. insure the Leased Equipment on terms satisfactory to Full Flavour Media LTD;
vi. upon demand by Full Flavour Media LTD in writing, promptly return the Leased Equipment to us; and
vii. comply with the terms of the relevant manufacturers for the use of Leased Equipment.
c. the Customer must not at any time:
i. do or suffer to be done anything with regard to the Leased Equipment which might in any way prejudice any rights or interest of Full Flavour Media LTD or (as the case may be) the Third Party Service Provider;
ii. alter or remove any label or other markings which are on the Leased Equipment when delivered;
iii. tamper with the Leased Equipment, or any integrated circuit, component or protection facility contained therein; or
iv. permit any person (other than Full Flavour Media LTD and any person authorised by us in writing) to carry out any repairs or maintenance to, or any removal or replacement of, the Leased Equipment.
d. Notwithstanding other terms of the Service Agreement, if the Leased Equipment proves to be defective under normal use due to defective materials, design and/or workmanship, Full Flavour Media LTD may at its sole option either repair the Leased Equipment or replace the Leased Equipment with Equipment of the same or comparable type.
e. Upon the date of termination or expiration of the Service Agreement (howsoever caused), the Customer must promptly (and in any event within 5 Days from such date of termination or expiration) return at Customers own cost the Leased Equipment to Full Flavour Media LTD.
f. Failure to comply with any of the obligations in sub-clause e or there is any loss or damage to the Leased Equipment, the Customer must pay, upon demand by Full Flavour Media LTD, an amount equal to the full retail price of the Leased Equipment or any compatible replacement as is solely determined and specified by Full Flavour Media LTD and all other amounts (of whatever nature) Full Flavour Media LTD may be held liable for by third parties due to such non-compliance, loss or damage.
g. Nothing shall preclude Full Flavour Media LTD from exercising any other remedies available to it under the Service Agreement, in law and/or equity.
h. When the Service Agreement terminates or expires or the Customer damages the Leased Equipment, the Customer authorise Full Flavour Media LTD to enter the Site(s) and take whatever steps are appropriate to disable or modify the Leased Equipment, or to remove it.
i. Full Flavour Media LTD shall have the right, at any time and at its sole discretion, to vary the provisions of this clause 14 which will take effect immediately upon Full Flavour Media LTD giving written notice to the Customer of the variations.
j. The Customer grants Full Flavour Media LTD a security interest in the hardware supplied as security for the customers obligations under this agreement. Full Flavour Media LTD may register a financing statement on the Personal Property Securities Register to perfect its security interest in the hardware in accordance with the Personal Property Securities Act 1999.
21) Responsibility for Providing Suitable Environment for CPE (i.e. Customer Premise Equipment suppled by Full Flavour Media LTD)
a. The Customer is responsible for providing a suitable location for the CPE to be installed at its site(s). This location needs to provide protection for the CPE from radio or electrical interference, power fluctuations, abnormal environmental conditions, theft and any other risk or loss or damage from the time the CPE is delivered to The Customer’s site to any conclusion (i.e. termination) of the service. The CPE requires proper lighting, air conditioning and fire protection, as well as LAN cabling and an approved AC mains power supply outlet within 1.2m. The Customer needs to provide Full Flavour Media LTD with a nominated technical contact person.
a. The Customer may not assign, subcontract or otherwise transfer any rights and responsibilities under this Agreement except:
i. with the consent of Full Flavour Media LTD which will not be unreasonably withheld in the case of a solvent assignee with the technical expertise and financial resources to satisfy the obligations of the assignor under this Agreement (proof of which will be on the assignor): or
ii. to a related company (within the meaning of the Companies Act 1993).
iii. and in either case only with the re-granting or replacement by the Customer to the satisfaction of Full Flavour Media LTD of any guarantee which exists in relation to the original agreement.
b. Full Flavour Media LTD may assign, appoint agents, transfer, license or sub-contract the whole or any part of its rights and/or obligations contained in the Agreement.
23) Governing Law
a. This Agreement is governed by the laws of New Zealand and the parties submit to the jurisdiction of the New Zealand Courts.