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Terms and Conditions

TERMS OF TRADE

 WEBSITE USE TERMS AND CONDITIONS

Terms of Trade

PART A: Overview of these Terms

These Terms of Trade apply to all Products and Services that we supply to you. At Masterjack Marketing Limited T/A MasterJack ensuring our Terms are transparent and easy to understand is important to us. If you have any questions or are unsure about anything, please contact us.

To make these Terms easy to use, we:
(a) have set out a ‘Dictionary’ in Part H, which explains the specific meaning, for the purposes of these Terms, of the capitalised words used in these Terms; and
(b) have included summaries / outlines for each Part in blue boxes – these are intended for guidance only and do not replace any of the terms in these Terms.

1. Introduction
1.1 These Terms set out all of the terms and conditions that apply to Products and Services that we supply to you.
1.2 Any other terms and conditions will not apply unless expressly approved in writing by us for a particular Order.
1.3 We may update these Terms on notice to you in writing. Our updated Terms will apply to all Products and Services you order after we have notified you that we have updated our terms.

PART B: Products and Services

Part B sets out details about placing Orders. It also sets out the process that applies if there are any issues with an Order or if an Order is cancelled.

2. Order process
2.1 You may order Products and Services from us in accordance with our order processes that we advise to you at any time.
2.2 All Orders are subject to acceptance by us. We may accept an Order (in whole or in part) by issuing an invoice for the applicable Products and Services, delivering the Products and Services or otherwise confirming the order in writing.
2.3 We are under no obligation to enquire as to the authority of any person placing an Order on your behalf.
2.4 You may request Variations to Orders. However, acceptance is at our discretion and is subject to our approval in writing, and in accordance with clause 7.

3. Delivery of Products and Supply of Services
3.1 We will use reasonable efforts to deliver Products and provide Services on the Delivery Date specified in the relevant Order. However, unless expressly agreed otherwise, the Delivery Date is indicative only.
3.2 We will deliver the Products and provide the Services at the delivery location set out in the relevant Order or any other location agreed with you in writing.
3.3 If you request that we leave the Products outside our premises for collection or to deliver the Products to an unattended location, then the Products shall be left at your sole risk. In the event that the Products are lost, damaged or destroyed then replacement of the Products shall be at your expense.
3.4 Subject to clause 16, if the delivery location is at your premises, you must provide our Representatives with suitable access to your premises during normal business hours, together with any assistance reasonably required by our Representatives to deliver the Products and perform the Services.

4. Supply of Products
4.1 Clauses 4 and 5 applies if your Order relates to Products.
4.2 We may deliver Orders in instalments (unless agreed otherwise).
4.3 If you delay, fail or refuse to accept delivery of Products, the Products will be treated as delivered when we were willing and able to deliver the Products. Without affecting any other rights we may have, we may charge you for any reasonable expenses or additional costs incurred by us as a result of the delay, failure or refusal to accept delivery (including storage).
4.4 Risk in the Products passes to you on delivery.
4.5 You are responsible for ensuring that any instructions, recommended uses, applications and installation methods are followed for Products and any cautions and/or warnings are observed.

5. Defects
5.1 You must inspect the Products on the date of delivery and notify us of any alleged defect or damage or incorrect Products or quantity (Defects). Upon request, you must allow us to inspect, or return to us, any defective or damaged Products. You should notify us of any alleged Defects as soon as possible to enable us to confirm that any Defects occurred before delivery to you.
5.2 If there are any Defects in an Order, the remedies set out in clause 24.1 will apply.

6. Cancellation
6.1 Either party may cancel an Order by written notice if the other party:
(a) commits a material breach of these Terms which is not remedied within 20 Business Days of written notice of the breach from the other party; or
(b) suffers an Insolvency Event.
6.2 If we are unable to deliver any Products or Services to you, due to reasons beyond our reasonable control, we may cancel the Order (in whole or in respect of any instalment) by giving written notice to you. We will repay you any amount you have paid to us in advance for the relevant Products and/or Services. We will not be liable for any loss or damage arising from such cancellation.
6.3 You may cancel delivery of the Products and/or Services by written notice served within 24 hours of placement of the Order.
6.4 In the case of unsolicited calls and/or visits, you may cancel delivery of the Products and/or Services by written notice within 5 business days of placement of the Order.
6.5 We will not accept cancellation of any Order or any Order for Products made to your specifications, or for non-stocklist items, after the Order has been accepted by us except in accordance with clause 6.
6.6 Either party may cancel recurring newsletter services by providing written notice at the time of an interview. The notice period is 2 or 3 months, depending on the applicable interview cycle. We will complete and deliver all content for the current cycle before cancellation takes effect, and no new cycle will commence once notice has been given. You shall remain liable for all fees relating to that final cycle.

7. Variations
7.1 We may require variations to an Order if we identify factors that affect delivery of the Products and Services to you, before or during our provision of the Products and Services. Any such variations will be submitted to you for approval (Variation Notice). You must respond to a Variation Notice as soon as possible (and within 3 Business Days). We may suspend or delay provision of the Products and Services pending your approval.
7.2 If you do not respond to a Variation Notice within 3 Business Days, we may assume that you have accepted the applicable variations.
7.3 If you notify us, within 3 Business Days of a Variation Notice, that you do not accept the variations, we will cancel the Order (or, if applicable, the remaining Products and Services to be provided under the Order) on notice to you. We will repay you any amount you have paid to us in advance for the Products and Services that we do not provide as a result of such cancellation (less any unrecoverable costs that we have incurred).

PART C: Price 

Part C sets out terms relating to the Price for the Products and Services.

8. Price
8.1 The Price for Products and Services will be:
  (a) calculated in accordance with our current price list as at the date you submit the relevant Order;
  (b) calculated based on our standard hourly rate as at the date of the Services that are provided;
  (c) the Price that we have quoted for the Products and Services (subject to clause 8.5).
8.2 We may update our price list and standard hourly rates at any time on notice to you in advance. Any such updates will only apply to Orders placed after the effective date of the update.
8.3 Unless otherwise stated, the Price does not include GST.
8.4 We may charge you for freight, insurance, disbursements and any applicable taxes, duties and levies, in addition to the Price.
8.5 Where we provide a quotation, proposal or estimate:
  (a) unless otherwise specified, the quotation, proposal or estimate is valid for 30 days from the date of issue and may be subject to such further conditions as are expressly set out in the quote, estimate or pricing;
  (b) we may withdraw the quotation, proposal or estimate at any time before you accept it or we accept an Order by notice in writing to you; and
  (c) the quotation, proposal or estimate will be exclusive of any applicable additional amounts referred to in clause 8.4.

PART D: Payment Terms

Under these Terms, we may supply Products and Services to you on credit. It is very important to us that you pay us in full by the due date for payment. The following clauses provide additional protections for us to reflect that arrangement, including terms that will apply if there are any delays or disputes relating to payments.

9. Payment
9.1 You must pay us all Amounts Owing to our bank account (notified to you and updated at any time) or any other payment method that we agree with you.
9.2 Payment shall be:
  (a) before delivery of the Products; or
  (b) by way of instalments/progress payments in accordance with the Order; or
  (c) as indicated on our invoice; or
  (d) 20th of the month following; or
  (e) no later than 7 days from the date of the invoice (unless otherwise stated on the invoice), and
  (f) in full without deduction, withholding, set-off or counterclaim.
9.3 If you have any dispute relating to an invoice issued by us, you:
  (a) must notify us of that dispute in writing within 5 days from the date of invoice (after that period, unless there is a manifest error, you will be deemed to have accepted the invoice); and
  (b) will only withhold payment of the amount in dispute and will, upon resolution of any dispute, immediately pay the balance (if any) due to us.
9.4 We and you each agree to promptly deal with any disputed invoices and, where possible, to resolve disputes before the due date for payment.

10. Credit terms and repayment obligations
10.1 The supply of Products and Services to you on credit is subject to our prior approval. We may use the services of credit reporters and debt collection agencies (in accordance with clause 17.2).
10.2 You must notify us immediately:
  (a) if you suffer an Insolvency Event. Any Amount Owing will, whether or not due for payment, immediately become due and payable if an Insolvency Event occurs; or
  (b) if you are a company and there is a material change in your effective management or ownership.

11. Deposit and guarantee
11.1 We may require that you pay us in advance, or pay a deposit, or provide a guarantee or other security, before we supply Products or Services, as security for any Amount Owing.
11.2 If we cancel an Order (for any reason other than your breach of these Terms), we will refund any deposit that you have paid to us in full. Otherwise, any deposit that you pay to us is non-refundable, unless we expressly agree otherwise in writing.

12. Rights to recover Products
12.1 We retain ownership of all Products that we supply to you until we have received payment in full of the Amount Owing.
12.2 You may resell or use any Products in the ordinary course of your business before ownership of the Products has passed to you. However, you will be deemed to hold the proceeds of sale or use (in whatever form) on trust for us to the extent of the Amount Owing.
12.3 If any Amount Owing is overdue or if an Insolvency Event occurs, you must return Products to us on request or permit us to enter any premises where Products may be stored to repossess those Products.

13. Late payments
13.1 If payment in full of any Amount Owing (which is not subject to a genuine dispute) is not made to us on the due date, we may:
  (a) suspend, or cancel (in accordance with clause 6.1(a)), the provision of any or all Products and Services to you;
  (b) cancel any rebates or discounts (whether or not previously credited); and
  (c) charge you interest at a rate of 2.5% per month on the balance of the outstanding amount from the due date of payment until the date the outstanding amount is paid, accruing daily and charged monthly.

14. Costs of recovering Amounts Owing
14.1 You must reimburse us for any reasonable costs and expenses we incur to recover any Amount Owing, or exercise our rights to recover Products, including any debt collection fees or commission and full legal expenses.

15. Security interests
15.1 You acknowledge that these Terms create, in our favour, a security interest (as defined in the PPSA) in all Products and the proceeds of any Products (in accordance with clause 12.1) (Security Interest), to secure the payment by you to us of the Amount Owing.
15.2 You undertake to promptly sign any further documents which we may reasonably require to enable us to perfect and maintain the perfection of the Security Interest (including by registration of a financing statement) and to provide not less than 14 days’ prior written notice of any proposed change in your name and/or any other change in details (including changes in address, trading name or business practice).
15.3 The parties agree to contract out of sections 114(1)(a), 133 and 134 of the PPSA. You agree to waive your rights under the PPSA to the extent permitted by section 107(2) of the PPSA and to receive a verification statement relating to the Security Interest. Where we have rights in addition to Part 9 of the PPSA, those rights will continue to apply.
15.4 We reserve the right to require a guarantee, or any other additional security (at your cost), as security for payment, before we provide Products or Services to you.

PART E: Compliance and Information

Part E sets out the provisions relating to health and safety, privacy, confidentiality and intellectual property rights. Unless we agree otherwise, we own all intellectual property rights in the Products and Services.

16. Health and safety
16.1 Each party will comply with the Health and Safety at Work Act 2015 (HSW Act), including all applicable regulations under the HSW Act, as well as all applicable standards and codes of practice relating to health and safety. In addition, each party will comply with the other party’s pre-notified and reasonable health and safety policies when on the party’s premises.
16.2 You must notify us of any known hazards arising from your premises to which any of our Representatives may be exposed while on the premises and ensure that your workplace is without risks to the health and safety of any person.
16.3 Each party must consult, co-operate with and co-ordinate activities with all other persons who have a health and safety duty in relation to the same matter in providing the Products and/or Services (including in connection with the delivery of the Products and/or Services).

17. Privacy
17.1 We may collect, use and share Personal Information:
(a) for the purposes of the performance of our obligations or exercise of our rights under these Terms; and
(b) in accordance with the Privacy Act 2020 and our Privacy Policy.This may include sharing Personal Information with our Related Companies.
17.2 We may share Personal Information with our Related Companies.
17.3 We may use the services of credit reporters and debt collection agencies to manage credit and recover amounts owing. We may provide your Personal Information to those agencies in order to use their services. Information disclosed to credit reporters (including default information) will be held by them and used to provide credit reporting services.
17.4 The credit reporters we may use are Centrix, Equifax, and Experian. Details of how the credit reporters handle your Personal Information can be found in their privacy policies:
(a) Equifax: https://www.equifax.co.nz/privacy
(b) Centrix: https://www.centrix.co.nz/privacy-statement
(c) Experian: https://www.experian.co.nz/privacy-policy
17.5 The debt collection agency we use is EC Credit Control (NZ) Limited. Details of how they handle your Personal Information can be found in their privacy policy: https://www.eccreditcontrol.co.nz/privacy/
17.6 By accepting these Terms, you understand that:
(a) we may use the credit reporters credit report services to credit check you;
(b) in doing so we may provide your Personal Information to the credit reporter, and they will store this information on their systems and use it to provide reporting services to us and their customers;
(c) the credit reporters may provide us with Personal Information they hold about you for the purposes of a credit reference;
(d) if you default on any payment obligations, information about the default may be given to the credit reporters, and they may share this information with their customers;
(e) we may use the credit reporting services for purposes relating to the provision of credit to you. This may include using the credit reporters monitoring services to receive updates if any of the information held about your changes; and
(f) you have rights of access to, and correction of your credit information and any other Personal Information held by the credit reporters as set out in their privacy policy.
17.7 If you provide us with any information about a third party (including a Representative), or authorise us to collect that information, you confirm that you are authorised by the individual concerned to provide their Personal Information to us
or authorise the collection of information about them in accordance with this clause 17. You also confirm that you have informed the individual of their rights to access and request correction of Personal Information.
17.8 You (if you are an individual) and your Representatives have the right to access, and request correction of, any of your Personal Information held by us.
17.9 Further details are set out in our Privacy Policy, available on our website.

18. Confidentiality
18.1 Each party must keep confidential all Confidential Information.
18.2 Nothing in clause 18.1 prevents a party from disclosing Confidential Information if disclosure is:
(a) required by law or a Regulator (but only to the extent required or, if applicable, requested by a Regulator);
(b) is reasonably required to enable a party to perform its obligations or exercise its rights under these Terms; or
(c) to a Related Company or Representatives on a ‘need to know’ basis, provided that person is under a duty to keep the Confidential Information confidential in accordance with these Terms.
18.3 We may refer to you as a customer (including by using your logo) and publish any testimonials or references that you provide to us, on our website and associated marketing materials. We will ensure that any such references or testimonials accurately represent your experience with our Products and Services. Please contact us if you do not approve us referring to you in accordance with this clause or have any comments on published content.

19. Insights and Intellectual property
19.1 We may also use any information that we collect in connection with the Products and Services to improve our Products and Services, for statistical and research purposes, and for general information purposes including to provide industry and market insights (together, Insights), provided that:
(a) we must ensure that our obligations of confidentiality and privacy are paramount – for example, we will ensure that any information that we disclose or publish in accordance with this clause 19.1 is in a fully aggregated and de-identified form (so that it does not identify you or any individuals); and
(b) we will not use information that we collect in connection with the provision of Products and Services to you, in accordance with this clause 19.1, if you have informed us that you do not authorise us to do so.
19.2 To the extent required by law, you grant us a non-exclusive, perpetual, irrevocable, royalty-free licence to use and sub-licence information we collect in connection with the provision of Products and Services to you, in accordance with clause 19.1. However, for clarity, we own the intellectual property rights in all Insights.
19.3 We (or our licensors) own all rights, title and interest in the intellectual property rights in the Products and Services at all times.
19.4 Any new intellectual property which is created by us or on our behalf, including as a result of, or in connection with, the provision of our Products and Services, will be owned by us, unless otherwise agreed in writing.
19.5 You assign all intellectual property rights to us with effect from creation, to the extent required to give effect to clause 19.3 and 19.4, and agree to do all things reasonably required by us to give effect to such assignment.
19.6 You warrant that the use by us of any designs, instructions or specifications supplied to us by you will not infringe the intellectual property rights of any other person and indemnify us against any losses, damages, liabilities or costs (including full legal costs) that we may suffer or incur in the event of any such infringement.

PART F: Dispute Resolution and Liability

If a dispute arises under these Terms, we must follow the process in this part F to resolve the matter. If a claim arises under these Terms, any amount payable by you or us will be limited by the liability framework set out in this
Part F.

20. Dispute Resolution
20.1 If a dispute arises out of or in connection with these Terms, either party may give a notice to the other setting out the details of the dispute (Dispute Notice).
20.2 Following receipt of a Dispute Notice:
  (a) a Representative of each of us (with authority to settle the dispute) will meet, within 10 Business Days, to try to resolve the dispute;
  (b) if the dispute is not resolved within 10 Business Days of our Representatives meeting (or if the meeting does not take place, for any reason, within 10 Business Days of the date of a Dispute Notice), the dispute will be referred to the senior manager of each party (if applicable), who will try to resolve the dispute within a further 10 Business Days; and
  (c) if the dispute is not resolved by our respective Representatives in accordance with clause 20.2(b), then either party may commence court proceedings.
20.3 This clause 20 does not restrict either party from applying to a court for interim measures or any other form of urgent relief at any time. However, neither party may commence any other form of court proceeding without first following the procedure set out in this clause 20.
20.4 Each party must continue to perform its obligations in these Terms, despite the existence of a dispute, subject to the termination rights set out in these Terms.

21. Consumer Guarantees Act
21.1 If you are acquiring, or hold yourself out as acquiring, any Products or Services in trade, to the extent permitted by law, you agree that the parties are contracting out of the CGA (to the extent that the CGA would otherwise apply) and that the CGA does not apply to any matters covered by these Terms.
21.2 If you are acquiring any Products for the purpose of resupply in trade, you undertake that you will:
  (a) contract out of the CGA to the maximum extent permitted by law in your contracts with your own customers; and
  (b) procure that your customers, and each other person in the distribution chain thereafter, contract out of the CGA to the maximum extent permitted by law in their contracts with customers.
You will indemnify us against any liability or cost incurred by us as a result of your breach of this clause 21.2.

22. Warranties
22.1 We warrant that all Products and Services are free from material defects in materials and workmanship. However, this warranty will not cover any defect or damage to the extent that it is caused by:
  (a) any fault or defect in our Products or Services resulting from any of your (or your Representatives) acts or omissions (outside of the ordinary use of the Products or Services); or
  (b) minor deviations in specification, measurements, colour, weight, size or strength of the Products.
22.2 You acknowledge that, except for the warranty set out in clause 22.1 and any written materials that we provide to you:
  (a) we do not provide any other express warranties relating to the Products and Services; and
  (b) we expressly exclude any other Product and and/or Service warranties, including any warranties relating to the suitability for resale, quality or fitness for any particular purpose, of our Products or Services. However, this clause
22.2 is subject to any rights that you may have under the CGA (in accordance with clause 21).

23. Third party suppliers
23.1 If you request and authorise us to arrange the provision of Products or Services directly to you by a third party supplier (whether or not such arrangement involves us contracting as your agent), to the extent applicable, these Terms will apply to our Services in arranging such supply, provided that to the extent permitted by law we exclude all liability in connection with the supply of Products and Services to you directly by a third party supplier. You agree to pay any commission or other payments due to us in accordance with these Terms.

24. Limitation of liability
24.1 To the extent permitted by law, subject to clause 24.3, our total liability under or in connection with these Terms and the Products and Services is limited to, at our option:
  (a) in the case of Products, any one or more of the following:
      (i) the replacement of the Products or the supply of equivalent products;
      (ii) the repair of the Products;
      (iii) the payment of the cost of replacing the Products or of acquiring equivalent products; or
      (iv) the payment of the cost of having the Products repaired; or
  (b) in the case of Services:
      (i) supplying the Services again; or
      (ii) the payment of the cost of having the Services supplied again.
24.2 Subject to clause 24.3, if we have any liability under or in connection with these Terms, to the maximum extent permitted by law:
  (a) our total aggregate liability to you for any loss, damage or liability arising out of or in connection with these Terms will be limited to the Price paid by you to us for the applicable Products and/or Services; and
  (b) we will not be liable for any:
      (i) indirect, special or consequential loss or damage whatsoever; or
      (ii) loss of profits, revenue, data, goodwill, customers or opportunity or loss of or damage to reputation.
24.3 Nothing in these Terms (including clauses 24.1 and 24.2) will limit or exclude our liability for:
  (a) any fraudulent act or omission;
  (b) a breach of clause 18 (Confidentiality);
  (c) our wilful breach of these Terms;
  (d) our gross negligence; and/or
  (e) any matter to the extent that liability cannot be excluded or limited by law.
24.4 The limitations and exclusions on liability in this clause 24 will apply irrespective of whether the legal basis for the applicable claim contract, equity or tort (including negligence). However, this clause 24 does not limit or exclude any rights that you may have under statute.
24.5 In no circumstances will we have any liability whatsoever under or in connection with these Terms:
  (a) for the acts or omissions of your Representatives or any third party;
  (b) for any acts or omissions of performance in accordance with your instructions (or instructions from your Representatives); or
  (c) to any third party.

PART G: General

Part G describes miscellaneous provisions necessary for the proper operation of these Terms.

25. General
25.1 Governing Law: These Terms are governed by and to be construed in accordance with the laws of New Zealand and each party submits to the exclusive jurisdiction of the Auckland courts of New Zealand.
25.2 Previous Agreements: These Terms supersede and replace any previous written agreements between the parties relating to the Products and Services.
25.3 Sub-contracting: We may subcontract the performance of our obligations (including to a Related Company), on the basis we remain solely liable to you for the performance of our obligations.
25.4 Assignment: You must not assign, novate or transfer your rights or obligations under these Terms without our prior written consent (which may be withheld in our sole discretion). We may assign these Terms to any other person on notice to you (provided that we will request your prior approval (not to be unreasonably withheld or delayed) if the assignment could have any material adverse effect on you). Without limiting the foregoing, we may assign to any other person all or part of the Amount Owing by you to us.
25.5 Amendments: Any amendment to these Terms must be in writing signed by each party, except where stated otherwise in these Terms or where we are required to make changes to ensure compliance with applicable laws (in which case we notify you of the changes in writing).
25.6 Force majeure: We will not be liable to you for any failure or delay in performing our obligations under these Terms where such failure or delay is caused by events or circumstances beyond our reasonable control, including any strike, lockout, labour dispute, delay in transit, embargo, epidemic, pandemic, accident, emergency, order of government or other authority or act of God.
25.7 Waiver: A single or partial exercise or waiver of a right relating to these Terms does not prevent any other exercise of that right or the exercise of any other right.
25.8 Survival: Any provision of these Terms, which is by its nature a continuing obligation, will survive termination.
25.9 Rights of Third Parties: These Terms are not intended to confer a benefit on any person other than the parties to these Terms.
25.10 Relationship: We will provide Products and Services to you as an independent supplier. Nothing in these Terms creates a relationship of employment, trust, agency, joint venture, partnership or any other fiduciary relationship between the parties.
25.11 Non-exclusive: These Terms are not exclusive and do not impose any restriction on us providing Products and Services to, or you purchasing any product or services from, any other person.
25.12 Counterparts: These Terms may be executed in any number of counterparts (including by electronic signature or by email exchange of .pdf copies) which together will constitute the one instrument.

PART H: Dictionary

Part H sets out a Dictionary, to define the capitalised terms used in these Terms.

26. Definitions
Amount Owing means any amount owed by you to us, from time to time, including the Price, any applicable amounts referred to in clause 8.4, any interest payable by you, your liability under these Terms and any enforcement costs incurred by us in seeking payment of any Amounts Owing by you.
Business Day means Monday to Friday, excluding public holidays in New Zealand.
Confidential Information means all information that could be reasonably regarded in the circumstances as confidential, including information which relates to the business, interests or affairs of a party, the terms of use, the Products and Services (as applicable), and intellectual property rights, but excludes information which is:
(a) in the public domain, other than as a result of a breach of these Terms;
(b) in the possession of a party prior to the commencement of these Terms without any obligation of confidentiality; and
(c) is independently developed or acquired by a party prior to the commencement of these Terms without relying on information which would itself be Confidential Information.
Consumer has the meaning given to that term in the Consumer Guarantees Act 1993.
Delivery Date means the date for delivery of the Products and/or Services, as specified in the Order.
Insolvency Event means, in relation to you, any of the following steps has occurred (or we have reasonable grounds to believe that any of these steps is likely to occur):
  (a) the primary, or all, of your business activities is suspended or ceases
  (b) the presentation of an application for your liquidation;
  (c) the making of any compromise, proposal or deed of arrangement with all or some of your creditors;
  (d) the appointment of a liquidator, receiver, statutory manager, or similar official;
  (e) your suspension or threatened suspension of the payment of your debts as they fall due;
  (f) the enforcement of any security against the whole or a substantial part of your assets;
  (g) if you are an individual, anything having a similar effect to any of the events specified above happens in relation to you; or
  (h) any other insolvency event or proceedings analogous to any of the foregoing occurs in any relevant jurisdiction,
in each case, unless it takes place as part of a solvent reconstruction, amalgamation, merger or consolidation.
Order means an order for Products or Services that you submit to us and we approve, in accordance with clause 2.
Personal Information has the meaning given to that term in the Privacy Act 2020.
PPSA means the Personal Property Securities Act 1999.
Price means the Price payable, in accordance with clause 8.1.
Products means any Products (and associated services) supplied by us to you at any time, including the Products specified in an Order.
Regulator means any authority, commission, government department, court, tribunal, or similar having regulatory or supervisory authority over the parties or any of the Products and/or Services.
Related Company has the meaning given to it in the Companies Act 1993, read as if a reference to company was a reference to any body corporate of any jurisdiction.
Representatives means directors, officers, employees, agents and contractors of the relevant party.
Services means any services supplied by us to you at any time, including the Services specified in an Order.
Specific Terms means the terms (if any) that are included in Part I to these Terms.
Terms means these Terms of Trade (including any Specific Terms outlined in Part I), as may be amended from time to time, each Order and any additional terms expressly agreed in accordance with clause 1.2 (if applicable).
We or us means the supplier of Products and Services, Masterjack Marketing Limited T/A MasterJack.
You or your means the customer purchasing Products and Services from us.

27. Interpretation
In these Terms, unless the context otherwise requires:
  (a) headings are for convenience only and do not affect interpretation;
  (b) a reference to legislation includes all regulations, orders, instruments, codes, guidelines or determinations issued under that legislation or and any modification, consolidation, amendment, re-enactment, replacement or                      codification of it;
  (c) a reference to “in writing” includes by email and a reference to “agree” or “agreement” or “notice” or “approval” means an agreement, notice or approval (as applicable) in writing;
  (d) the words “include” or “including”, or similar expressions, are to be construed without limitation;
  (e) a reference to a party to includes that party’s successors and permitted assigns and substitutes; and
  (f) a word importing the singular includes the plural and vice versa.

PART I: Specific Terms 

Part I details any specific terms that apply to your order of the Products and Services.

28. Initial term
28.1 Notwithstanding clause 6, in the event of continuous Services, the initial term commences on the date you register for the Services and continues for the initial period selected by you and shall revert to a monthly roll over basis automatically thereafter, unless agreed otherwise and until terminated by either party by giving at least 30 days required notice prior to the expiration date of the initial term or any additional term.
28.2 In the event you choose to terminate before the end of the initial term or any renewed term, we will retain any fees paid in advance and may charge you for the remaining monthly fees due under the agreement, unless otherwise stated. This clause does not limit your rights under New Zealand consumer law, including the Fair Trading Act.
28.3 Termination requests must be submitted in accordance with the process as indicated in clause 28.1.

29. Information we provide
29.1 Any advice, recommendation, information, assistance or service provided by us in relation to the Services supplied is given in good faith to you, or your agent and is based on our own knowledge and experience and shall be accepted without liability on the part of us. Where such advice or recommendations are not acted upon then we shall require you or your agent to authorise commencement of the Services in writing. We shall not be liable in any way whatsoever for any damages or losses that occur after any subsequent commencement of the Services.
29.2 We do not accept commissions to provide Services based on copyright work, subject to the Copyright Act and any amendments thereto and the conditions therein. You shall be entitled, on payment of all monies due to us, to an irrevocable, non-exclusive and non-transferable licence to use our intellectual property for the specific purpose, and such intellectual property shall not be used for any purpose other than that nominated by us and no ideas obtained therefrom may be used without our consent. We do not supply our Services nor reproduce or create derivative work and any such derivative work shall not infringe on our intellectual property, and any statutory compliance associated with it. We shall be entitled to compensation from you for any unauthorised use of our intellectual property.
29.3 Where we have provided photographic (digital or otherwise) images for you, at our sole discretion, any such images may be subject to ongoing licence payments for use of such images. The period of any such licence is determined by us from time to time.
29.4 Notwithstanding anything herein, the intellectual property rights in our Services do not vest in you and there is no assignment of these intellectual property rights to you. We hereby grant to you an irrevocable, non-exclusive and non-transferable licence to use and reproduce the Services for the purposes of this contract only, and solely for the operation of your business however, you shall not use nor make copies of such intellectual property in connection with any work or business other than the work or business specified in writing to us unless express approval is given in advance by us. Such license shall terminate on default of payment or any other terms of this contract by you.
29.5 Any source code or programming components developed by us specifically for your project remain our intellectual property unless otherwise agreed in writing. You may not copy, reuse, or distribute such code outside the scope of the licensed use. Any third-party software, plugins, or templates incorporated into the deliverables remain the property of their respective owners and are subject to their own licensing terms and you are responsible for complying with those terms.
29.6 Each party agrees to treat all information and ideas communicated to it by the other confidential and agree not to divulge it to any third party, without the other party’s written consent. The parties will not copy any such information supplied and will either return it or destroy it (together with any copies thereof) on request of the other party.
29.7 We may use stock images licensed under our standard Adobe Stock licence in the course of providing the Services. All such images are supplied subject to the terms and limitations of the applicable Adobe Stock standard licence.
29.8 You acknowledge that the Adobe Stock standard licence imposes restrictions on permitted uses, including but not limited to limitations on redistribution, resale, use in merchandise, templates, or high-volume print runs.
29.9 We shall not be liable for any breach of copyright, licence terms, or intellectual property rights arising from your use, reuse, modification, distribution, or printing of any Adobe Stock image or related artwork beyond the scope of the applicable licence. You are solely responsible for ensuring that its use of any such images complies with all licence terms and applicable laws.
29.10 You indemnify and holds us harmless against any claims, losses, costs, or liabilities (including legal fees) arising from your use of Adobe Stock images in a manner not authorised by the applicable licence.

30. Provision of the Services
30.1 Each project is unique to you and the costings of a project are estimated and based on the requirements as defined by you at the initial meeting and shall include the hours and timeframe that we envisage it will take to complete, (subject to variations as per clause 7). The estimate covers the following:
  (a) all technical, mandatory requirements and assumptions clearly itemised and disclosed by you prior to the initiation of the project to ensure all expected features and functionality have been correctly estimated;
  (b) any additional work requested or required outside of the original estimate/scope needs to be agreed that we are entitled to re-estimate the charges and timeframe without prejudice; and
  (c) amendments which is to be expected should be kept to a minimum by receiving the styling, text or content updates in batches in-line with the stage of the project, however, if in our opinion, there is the need for more than one round of amendments, then the agreed number of changes must be established, prior to the commencement of the project.

31. Service interruptions
31.1 You acknowledge and accept that we shall not be held responsible for any temporary delays, service outages, or interruptions. Additionally, we are not liable for any delays or failures in fulfilling our obligations under this agreement when such issues arise due to events beyond our reasonable control, including, but not limited to, acts of God, mechanical failures, electronic disruptions, communication breakdowns, or failures by third-party suppliers.

32. Your acknowledgments
32.1 You acknowledge that:
  (a) where colour matching is required, you agree to supply information and samples regarding the correct colour;
  (b) we reserve the right not to undertake any Services, refuse to accept any content supplied by you, withdraw any advertisement or publication at any time which is or may be unlawful, offensive, contains prohibited content, or is            otherwise inappropriate), and we shall not be liable to you for any such action; and
  (c) we will endeavour to place any advertisement in the position requested by you; however, we cannot always do so and shall not be liable to you where any advertisement does not appear in the place requested.

33. Your responsibilities
33.1 You are responsible for:
  (a) ensuring the quality and clarity of all images submitted and all image files must be provided in high-resolution digital formats suitable for the intended use. We are not liable for poor image quality resulting from scans of                      printed materials or low-resolution files unless image enhancement services have been agreed upon; and
  (b) additional expenses may be charged to you for any necessary action, including, but not limited to, photography and art direction, photography searches, media conversion, digital image processing or data entry services; and
  (c) ensuring that we are given information and assistance (including remote access (where required) to any systems plus usernames and passwords or any other locations) as we reasonably require to enable us to complete any necessary Services and to keep your account information, password, data, and goods confidential and secure. You remain responsible for any use or misuse of such.
33.2 You acknowledge and agree that we shall not be held responsible or liable for:
  (a) any supplied content breaching any Acts, legislation or regulations, unless due to our negligence;
  (b) any loss, corruption, or deletion of files or data (including but not limited to software programs) resulting from illegal hacking or Services provided by us. Whilst we will endeavour to restore the website or landing page, files or          data (at your cost), it is the sole responsibility of you to back-up any data which you believe to be important, valuable, or irreplaceable prior to us providing the Services. You accept full responsibility for your software and data,            and we are not required to advise or remind you of appropriate back-up procedures (unless included as part of the Services); and
  (c) any loss or damage to your software or hardware caused by any ‘updates’ provided for that software.
33.3 We, our directors, agents or employees will not be liable in any way for any form of loss or damage of any nature whatsoever suffered, whether arising directly or indirectly, by you or any person related to or dealing with you out of, in connection with or reasonably incidental to the provision of the Services by us to you.

34. Brand and identity
34.1 You acknowledge and accept that it is entirely your responsibility to ensure that the execution of this agreement and the delivery of Services by us do not breach any obligations you owe to third parties, including those related to brand identity or franchise requirements.

35. Your supplied content or materials
35.1 Where you supply content or materials to us for inclusion in the Services:
  (a) you acknowledge that any content or materials supplied to us for incorporation into the Services is subject to our approval and may, regardless of prior approval, be rejected and removed by us;
  (b) such content or materials will be held by us at your risk;
  (c) we accept no responsibility for imperfect work caused by defects in or unsuitability of such content or materials; and
  (d) you warrant that all such content or materials supplied to us to be used for the provision of the Services shall:
      (i) be true and correct in every particular;
      (ii) does not contain prohibited content;
      (iii) not be, nor contain, anything that is defamatory of any person or is indecent or obscene;
      (iv) complies with all laws, regulations, codes of practice, guidelines and any standards applicable to the advertising industry and as determined by any relevant regulatory agency or industry self-regulatory body;
      (v) does not infringe copyright, trademark or any other legal rights of another person and/or entity (including the name and image of any person without their consent, etc.);
      (vi) does not contain anything which may give rise to any cause of action by a third against us (including, but not limited to, material that may cause damage or injury to any person and/or entity);
      (vii) is not false or misleading and is true in substance and in fact;
      (viii) not contain nor constitute a statement that is misleading or deceptive or likely to deceive or to mislead or which is otherwise in breach of a provision of the Fair-Trading Act or any other applicable legislation; and
      (ix) be in the form, and delivered up to us by the date, specified thereby. If you fail to adhere to this sub-clause, we shall not be liable to you in the event we are unable to provide the Services.
35.2 You shall indemnify, and keep us indemnified at all times against all actions, proceedings, claims, demands, liabilities, either express or implied, and all costs, losses, losses of profit, damages and expenses whatsoever which may be taken against us, or incurred or become payable by us, resulting or arising from you being in breach of clause 35.1.
35.3 Imprints or any legal obligations required to appear on any printed or digital material are the responsibility of you. We reserve the right to place our imprint on all printed material unless specifically requested otherwise.
35.4 In the case of content or materials left with us without specific instructions, we shall be free to dispose of them at the end of 30 days after receiving them, and to accept and retain the proceeds, if any, to cover our own costs in holding and handling them.

36. Proof reading
36.1 Whilst every care is taken by us to carry out the instructions of you, it is your responsibility to undertake a final proof reading of the Services, which will be sent to you and will be deemed accepted if no response is received by you within 48 hours of our submission thereof. We shall be under no liability whatever for any errors not corrected by you in the final proof reading, and should your alterations require additional proofs this shall be invoiced as an extra in accordance with clause 7.
37. Website or landing page development and maintenance
37.1 Upon acceptance of our proposal, and in accordance with this contract, we will:
  (a) use reasonable skill to design, build and deploy the website or digital landing page in accordance with your instructions and specifications; and
  (b) where requested, assist in negotiating and securing third party services.
37.2 You acknowledge that the website or landing page will be developed using current digital technologies and platforms. We cannot guarantee consistent performance or visual rendering across outdated, unsupported, or future technologies not yet commercially available.
37.3 You will, in addition to any other obligations expressed in this contract, have the following responsibilities:
  (a) provide all content, data, and copy to be incorporated into the website or landing page;
  (b) provide brand assets including logos, design files, imagery, and any other visual materials required for implementation; and
  (c) share any additional ideas, preferences, or functional requirements that should be considered during development.
37.4 You will ensure that we are given such information and assistance as we reasonably require to enable us to complete development and provide ongoing support or maintenance.
37.5 If you have specific requirements for mobile optimisation, accessibility, or compatibility with particular browsers, or devices, these must be clearly documented in the initial brief. Unless otherwise agreed, we will determine the appropriate technologies and frameworks to be used. Any changes or additions requested after development has commenced will be treated as a variation to scope and may incur additional charges.
37.6 We will not be responsible for, and accept no liability for any deficiency or alleged deficiency on the website or landing page which is attributable to:
  (a) incorrect information provided by you, either pursuant to this clause or otherwise; or
  (b) failure by you to provide relevant information, either pursuant to this clause or otherwise; or
  (c) any third-party products and/or services used by us in creation of the website or landing page.

38. Domain registration
38.1 You will be responsible for complying with all applicable terms, conditions, and policies relating to any domain name registered on your behalf, this includes obligations imposed by the relevant domain name registry or registrar, such as renewal requirements, dispute resolution procedures, and acceptable use policies.

39. Public access
39.1 You understand that by placing information on the website or landing page, such information may be accessible to all internet users. We do not (unless expressly requested by you) limit or restrict access to such information, nor protect such information from copyright infringement or other wrongful activity. You assume full responsibility for the use of the Services, and it is your sole responsibility to evaluate the accuracy, completeness and usefulness or all opinions, advice, services, and other information, and the quality and merchantability of all Services provided by us, or on the internet generally.

40. Collaboration platform and social media tools
40.1 You acknowledge and accept that:
  (a) where you wish to engage a third-party consultant to work on a project together with us, to carry out part of the Services, then you agree to, in the first instance as an act of good faith, to advise of the proposed action prior to any engagement to ensure there is no issue or a conflict of interest;
  (b) we do not guarantee the performance, uptime, or functionality of any third-party collaboration platform or social media tools used during the delivery of the Services;
  (c) display on such platforms do not guarantee the availability of any goods; therefore, all orders placed through your website or landing page as a result of any post or other communication posted shall be subject to confirmation of acceptance by you;
  (d) access to posting or messaging features on collaboration platforms or social media tools may be intermittently unavailable due to scheduled maintenance; and
  (e) digital communications are subject to transmission risks, including delays, errors or failures in delivery. We cannot guarantee the timely or error-free appearance of posts or updates on any platforms.
40.2 As digital platforms evolve, including changes in user behaviour, platform algorithms, feature availability, or provider lifecycle, we may recommend updates to the original scope of work or suggest alternative tools or Services. Any such recommendations will be discussed with you prior to implementation.

41. Hosting services
41.1 The “Go-Live Date” means the date your domain name is successfully pointed to our hosting infrastructure, or 6 months following you signing our terms and conditions, whichever is sooner.
41.2 Hosting services shall only be used by you for lawful purposes. Any use which violates any applicable national or international laws is strictly prohibited (e.g. posting or transmitting any unlawful, threatening, abusive, libelous, defamatory, obscene, offensive, indecent, pornographic, profane, or otherwise objectionable information of any kind – including, but not limited to, any transmission constituting or encouraging conduct that would constitute a criminal offense or give rise to civil liability).
41.3 Hosting services exclude domain name registrations, SSL certificate provisioning, or migration/setup from a previous hosting provider. These Services are available at an additional cost and shall be quoted separately.
41.4 We will, at our sole cost and expense:
  (a) host the website or landing page on our managed servers;
  (b) ensure that from the Go-Live Date:
      (i) maintain adequate server resources to support timely access for end users;
      (ii) ensure availability in line with agreed service levels, subject to scheduled maintenance or downtime communicated in advance or as outlined in clause 39;
  (c) provide you with secure administrative access to perform updates or maintenance as required.
41.5 We will not, without your prior written consent:
  (a) alter or amend content, or permit any person to alter or amend the website or landing page;
  (b) publish advertisements, sponsorships or promotional material on your website;
  (c) use any user data for marketing, referral or other purposes except as expressly authorised by this contract;
  (d) sub-licence, rent, time-share, lease, lend or grant third-party access to your hosted environment; or
  (e) assign, transfer or authorise anyone else to exercise the rights in any licence granted pursuant to this contract.
41.6 We will make best efforts to ensure that you receive continual and uninterrupted Services (including network or hosting servers) during the term of this contract, however we do not in any way warrant or otherwise guarantee uninterrupted access or uptime, as Services may be affected by scheduled maintenance, technical issues, or external factors beyond our control (e.g. network outages, cyber incidents, or third party failures). We are not liable for any loss of income, data, or business resulting from such disruptions, and such events will not be considered a breach of contract.
41.7 We may, at our sole discretion, limit or suspend access to the Services if, in the judgement of ours, such limitations or denials of access are required to assure the security, integrity, or performance of our infrastructure. This may include actions to prevent cyber threats, mitigate abuse, or respond to system vulnerabilities.

42. Website or landing page maintenance services
42.1 Subject to clause 31.1, we will provide the website or landing page maintenance services in accordance with the maintenance terms set out in our maintenance schedule.
42.2 You will provide all necessary authorisations, licences and consents to enable us to have access to the website or landing page in order to provide the maintenance services.

43. Your obligations
43.1 Unless otherwise agreed in a separate development contract, you are responsible for the ongoing management and upkeep of your website or landing page. This includes:
  (a) provide the content to us, in such form as reasonably specified by us from time to time, and hereby grant us a non-exclusive, worldwide, irrevocable licence to use such content for hosting and maintenance purposes;
  (b) do all things reasonably necessary to enable hosting on our infrastructure;
  (c) change the type of hosting plan used if that plan does not meet performance, bandwidth, or reliability requirements;
  (d) responsible for any fees payable and due to previous hosting organisations engaged by you;
  (e) ensure that content supplied to us does not contain prohibited content, a link to any website that contains prohibited content, or any malware, ransomware, botnets, spams, or any other software designed to disrupt or compromise hosting services.
43.2 You will not:
  (a) logon to an account that you are not authorised to access;
  (b) access data or take any action to obtain services not intended for you;
  (c) attempt to probe, scan or test the vulnerability of any system, subsystem or network;
  (d) tamper, hack, or bypass any authentication or security protocols;
  (e) transmit any harmful or unlawful content; or
  (f) do anything that prevents or hinders us from providing hosting services to any other person.
43.3 You acknowledge that spamming (i.e. the sending of unsolicited email), email address cultivation, or any unauthorised collecting of personal contact information without the owner’s consent is strictly prohibited.

44. Network traffic
44.1 Network traffic shall be measured by us and may include all forms of traffic to and from the Website or landing page. Domestic data transfer is provided free of charge, but we reserve the right to suspend hosting services (at any time and without notice to you) for what we deem to be excessive traffic usage.

45. Limitation of liability for hosting services
45.1 In consideration of clause 21, in the event the hosting services provided to you is disrupted or malfunctions for any reason, our liability shall be limited to damages which under no circumstances shall exceed the amount due and payable by you to us for the hosting services during the period of disruption or malfunction.

46. Search Engine Optimisation (SEO)
46.1 Although we shall use our knowledge and experience to gain the best results possible, we give no guarantee of the quality of visitor or the position / page rank or volume of visits to the website or landing page, or warranty that the website or landing page will be effective in promoting your business or result in any increase in sales of the products/services of yours. Periodic reporting will be sent to your nominated email address, at the sole discretion of us.

47. Terms of use
47.1 You acknowledge and agree that:
  (a) you must not use redirects or other methods to send traffic from parked domains to unrelated websites. If you require multiple domains with distinct content, an appropriate hosting plan must be used;
  (b) installation of custom chat applications on shared hosting environments is prohibited unless explicitly approved by us, due to their high resource usage;
  (c) you are not permitted to run certain programs in the background on shared hosting servers; this tends to use a lot of system resources and can impair service to other customers on that server. If you are unsure whether your               software falls into this category, you should contact us;
  (d) Internet Relay Chat (IRC) services and bots are strictly prohibited. Violations of this provision will be immediately suspended and/or deactivated, and no refund will be issued;
  (e) you must not sublease, sub-host or give away control of any portion of their internet hosting space and/or resources (including, but not limited to, email, bandwidth, FTP or control panel access unless otherwise authorised in              writing by us, as in the case of authorised reseller hosting accounts. We reserve the right to:
       (i) request contact details of your current website developer/webmaster in relation to your hosting account;
       (ii) know who is accessing and maintaining files on our servers.
  (f) file hosting and file storage services of any type is prohibited on all shared hosting accounts managed by us, unless we have given our express written permission. You must not use the shared hosting space as a repository for               downloadable media unless directly related to your website’s core content. Our shared hosting is intended solely for website or landing pages hosted on our infrastructure.

48. Google Ads display and video campaigns
48.1 We will configure and launch you Google Ads campaigns, including search, display and video formats based on your business objectives and target audience.
48.2 Once your campaign is live, we will monitor, adjust, and optimise it to help improve performance and maximise value for your advertising spend.
48.3 We will make reasonable efforts to inform you of any relevant updates or instructions from Google. However, we are not liable for Google’s decisions or changes to the Google Ads platform.
48.4 While we aim to improve your campaign results, we cannot guarantee specific outcomes such as ad placement, click volume, impressions, or lead generation.
48.5 If you already use Google Analytics, you must provide us with administrative access so we can link it to your Google Ads account.
48.6 You may only have one active Google Ads account at a time. If you already have an active account, you will need to pause or transfer it before using our Services.
48.7 By signing up, you consent to us sharing necessary business information with Google, including details from your signup form and contact information we hold. This is required to activate and manage your advertising account.
48.8 We will retain this information in accordance with our privacy and data protection policies.
48.9 A Google Tag Manager (GTM) container must be installed on your website or landing page before your campaign can go live. You or your developer may do this, or we can assist if your site is hosted by us.
48.10 If a GTM is already installed, you must provide us with admin access to configure it properly.
48.11 You must comply with Google’s advertising policies and terms of service, including but not limited to:
  (a) not promoting illegal products or services;
  (b) allowing Google to use your business name and trademarks for advertising purposes; and
  (c) adhering to editorial standards and restrictions on advertising regulated categories such as alcohol, gambling, fireworks.
48.12 You acknowledge and accept that Google reserves the right to reject, remove, or modify ads and may change its advertising programme at any time. We are required to follow any instructions Google provides.
48.13 You retain ownership of your Google Ads account.
48.14 If you choose to discontinue your campaign with us, we will transfer control of your account to you upon request.

Website Use Terms & Conditions

1. Introduction

1.1 Welcome to Masterjack Marketing Limited T/A MasterJack website — www.masterjack.co.nz (Website).
1.2 Please read the Terms carefully each time you visit our Website. By accessing and using our Website you are deemed to confirm that you have read, understood and agreed to be bound by these Terms. If you do not agree to any part of the Terms, you must not access, or must immediately stop accessing, our Website.
1.3 Capitalised words used in these Terms have a special meaning that is set out in the Dictionary below (please see clause 11 below).

2. Application

2.1 Access to and use of our Website is subject to:
  (a) the terms and conditions set out and referred to below;
  (b) any specific terms that are notified to you on the Website; and
  (c) our Privacy Policy (available at www.masterjack.co.nz (Privacy Policy)),
        each as amended from time to time (together the Terms).
2.2 If you engage us to provide products or services, our Terms of Trade will apply.
2.3 This Website has been designed and developed for a service within New Zealand and is not intended for viewing or use by visitors outside of New Zealand. If you access our Website from outside New Zealand you are responsible for compliance with any applicable laws of that jurisdiction. All amounts stated are in New Zealand dollars and inclusive of GST.

3. Updates

3.1 We may update these Terms (or any part of them) at any time by posting an updated version on our Website. The updated version of these Terms will take effect immediately upon such notice. You are responsible for reviewing these Terms regularly to ensure that you are aware of any updates. If any updates are material, we will also take additional steps to bring the changes to your attention, including by notifying you directly.
3.2 We may change the format, content and/or functionality of any part of our Website at any time.

4. Information provided on our Website

4.1 All information contained on our Website is provided for general information purposes only. It is not intended to be a substitute for commercial judgement or professional advice and we do not guarantee that any information provided on our Website is accurate, complete, up to date or suitable for your intended use.

5. Security

5.1 Security of your information and use of our Website is very important to us. We will take reasonable technical and organisational precautions to protect our Website and information that we hold. However, due to the inherent nature of the internet, we are not able to guarantee the security of our Website or any information that you hold or that you transmit to us.
5.2 You are responsible for taking your own measures to reduce the risk of viruses or other forms of interference damaging your computer system.

6. Exclusion of our liability

6.1 To the extent permitted by law:
(a) the Website is provided on an “as is” and “as available” basis and any warranties, representations, conditions, undertakings and terms, whether express or implied, are expressly excluded; and
(b) in no event will we be liable under contract, tort (including negligence) or otherwise under or in connection with these Terms and/or your access to, use of, inability to use or reliance on our Website or any information contained in or accessed through our Website.
6.2 You acknowledge that access to our Website is provided at no charge and accordingly the exclusions of liability set out in this clause is fair and reasonable.

7. Third-party websites

7.1 Our Website may provide links to other websites for your convenience and information. These websites are outside our control and the provision of a link to a third-party website does not imply our agreement to or endorsement of any of the information contained on the third-party website or otherwise imply any association with the third party. Third-party websites may have different terms of use and privacy policies, which you should review before using the third-party website.
7.2 If you link our Website to your website, you must remove the link at our request.

8. Intellectual Property Rights

8.1 We own or have obtained a valid licence to use all copyright, trademarks and other Intellectual Property Rights used on our Website and all such Intellectual Property Rights will remain solely with us and/or our licensors (as the case may be).
8.2 Other than a single copy for private and non-commercial use, no part of our Website may be distributed, copied or incorporated in any document or publication, whether in hard copy, electronic or any other form.

9. General

9.1 These Terms are governed by and construed in accordance with the laws of New Zealand and you submit to the exclusive jurisdiction of the courts of New Zealand.
9.2 These Terms constitute the entire agreement between you and us relating to the Website.
9.3 If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or removed to the minimum extent necessary so that these Terms will otherwise remain in full force and effect. Our failure to exercise any right will not be deemed a waiver of that right or any other rights that we may have.
9.4 In these Terms (a) headings are for convenience only and do not affect interpretation; (b) a reference to a statute includes all regulations under and amendments to that statute and any statute passed in substitution for that statute or incorporating any of its provisions to the extent that they are incorporated; (c) a word importing the singular includes the plural and vice versa; (d) a reference to a party to these Terms includes that party’s successors and permitted assigns and substitutes; (e) “including” (and similar expressions) will be construed as “including, without limitation”; and (f) the singular includes the plural and vice versa.

10. Contact Us

10.1 If you have any questions about these Terms or our Website please contact us at our email address [email protected].

11. Dictionary

Applicable Law means any law, regulation or rules applicable to our Website.
Intellectual Property Rights means all current and future registered and unregistered intellectual property rights, including rights in respect of patents, trade marks, trade names, logos, designs, copyright, rights in each of know-how, confidential information and trade secrets and all analogous rights and pending applications.
Privacy Policy has the meaning given to that term in clause 2.1(c).
Terms has the meaning given to that term in clause 2.1.
You means any user of our Website.
We, us and our means Masterjack Marketing Limited T/A MasterJack NZBN: 9429053360571 and its successors and assignees.

Account

 means an Account created by you, using our Website

Website

 

 has the meaning given to that term in clause 1.1.

 

These Terms were last updated May 2026.