Please read these Terms carefully as they set out the basis on which Vega will provide Services to you.
By applying for or Activating an Account (online or via one of a Vega’s Certified Partners) or accessing and using the Services you agree to these Terms. If you do not agree to any of these Terms, then you should not apply for an Account or use the Services.
Vega may change these Terms from time to time, and this may include changes to the price of the Plans and Services and/or the way you are able to use the Services. Vega will only make these changes as set out in Clauses 16 and 17, and will at all times comply with relevant laws and regulations in making these changes. For the most up to date copy of these Terms, refer to the Vega Website.
Vega may also suspend or terminate the Services being provided to you where you are in breach of these Terms, including the Fair Use Policy. For more information on Vega’s suspension and termination rights see Clause 19.
Some of the terms used in these Terms have defined meanings. See Clause 26 for the definitions and rules of interpretation that apply in these Terms.
If you have any questions regarding your Account, the Services or these Terms please contact Vega at firstname.lastname@example.org, or visit the Vega Website.
1 – Application of these Terms
1.1 – These Terms apply to your application for, and use of the Services.
1.2 -By applying for or Activating an Account, or accessing and using the Services:
a) you agree to these Terms; and
b) where you apply for or Activate an Account, or access or use the Services on behalf of another person (e.g. a company), you confirm that you are authorised to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms.|
1.3 -If you do not agree to these Terms, you are not authorised to access and use the Service, and you must immediately stop doing so.
2 – Term
2.1 – These Terms take effect on the Start Date.
3 – Activation
3.1 – Vega is not obliged to provide Services unless it accepts your application. Vega may decide to provide Services, or not to accept any application for Services.
3.2You must be over 18 and have a valid email address to apply for an Account, you will also be required to successfully complete an email verification step.
3.3You will be required to Activate an Account either via the Vega Website or by working with your selected Vega Certified Partner. In each case, you will need to successfully complete an application form and meet the Activation Criteria including making an initial payment. In certain situations Vega (or its Partners) may, on your request, Activate your Account on your behalf.
3.4If you are applying for a Service, you agree that as part of the application process Vega and its Partners can carry out background checks on you in order to assess against the Activation Criteria, including checks on your identity and your organisational goals and objectives.
3.5Activation of an Account is at Vega’s sole discretion. Vega does not accept any liability arising from declining to Activate an Account.
3.6 -If Vega is not satisfied with the information provided and/or its background checks, Vega may:
a) decline your application for an Account; or
b) provide a restricted Service.
3.7 -You warrant that all information you provide to Vega in relation to your Account, including during the process to Activate your Account, is true and correct and you agree to provide Vega with such further information that Vega reasonably considers necessary from time to time to confirm that you continue to meet the Activation Criteria.
3.8 -You agree that we may:
a) carry out further background checks on you from time to time to re-check that you continue to meet the Activation Criteria; and
b) terminate your Account or refuse to provide any Service to you if you cease to meet the Activation Criteria after initial Activation.
3.9 -Subject to any legal requirement under the Privacy Act 1993 (New Zealand) or other applicable privacy law to disclose personal information to you, Vega does not have to disclose to you the Activation Criteria, any information it has obtained through its background checks, or the reasons for any decision to not Activate an Account, to terminate your Account or to refuse to provide any Service under clause 3.8.
4 – Provision of the Services
4.1 – Vega will use all reasonable efforts to ensure that the Services are reliable and available at all times, and will use skill and care in doing so. However, because Vega relies on other providers applications which Vega does not control, Vega cannot promise that the Services will always be available or fully-functioning.
4.2 – Vega’s provision of the Services to you is non-exclusive. Nothing in these Terms prevents Vega from providing the Services to any other person.
4.3 – Vega will not be liable or responsible for anything which occurs as a result of other providers’ infrastructure systems. If the Services are unavailable for any reason Vega will endeavour to restore service as soon as possible. If there is a problem with the Services, please contact Vega at email@example.com.
4.4 – You acknowledge that Vega may use third party suppliers and partners to provide hardware, software, networking, connectivity, storage and other technology in order to provide the Services and to provide service features that interoperate with the Services. The acts and omissions of those third-party suppliers or partners may be outside of Vega’s control, and Vega does not accept any liability for any loss or damage suffered as a result of any act or omission of any third party supplier or partner. Vega does not make any warranty or representation on the availability of any third party service features. Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, Vega may cease to make available that feature to you. To avoid doubt, if Vega exercises its right to cease the availability of a third party feature, you are not entitled to any refund, discount or other compensation.
5 – Use of the Services
5.1 – You and your personnel and other Invited Users must:
a) use the Services in accordance with these Terms and with all laws relating to the use of the Services;
b) use the Services solely for your own internal business purposes, and not resell or make available the Services to any third party, or otherwise commercially exploit the Services; and
c) follow Vega’s reasonable instructions for using the Services (including all Vega processes, guidelines, training materials and procedures as published via the Vega Website, Vega knowledgebase or directly provided to you when using the Services) and only use the Services for the purpose they are provided.
5.2 – When accessing the Services, you and your personnel and other Invited Users must:
a) not impersonate another person or misrepresent authorisation to act on behalf of others or Vega;
b) correctly identify the sender of all electronic transmissions;
c) not attempt to undermine the security or integrity of the Underlying Systems;
d) not use, or misuse, the Services in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Services;
e) not attempt to view, access or copy any material or data other than:
i. that which you are authorised to access; and
ii. to the extent necessary for you to use the Services in accordance with these Terms; and
f) neither use the Services in a manner nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading.
5.3 – You agree:
a) that you are responsible for any use of the Services using your Account or by your personnel and other Invited Users; and
b) a breach of any of these Terms by your personnel or other Invited Users is deemed to be a breach of these Terms by you.
5.4 – You are responsible for procuring all licences, authorisations and consents required for you and your personnel and other Invited Users to use the Services, including to use, store and input Data into, and process and distribute Data through, the Services.
5.5 – You agree to provide true, accurate, current and complete Account information, and to maintain and promptly update your Account information in order to ensure that it remains true, accurate, current and complete.
5.6 – You must advise Vega when any of your personal/organisation billing information changes (for example if you change your billing name, email address, contact details).
6 – Fair Use Policy
6.1 – This Fair Use Policy applies to your use of the Services (unless Vega has specifically stated otherwise) to ensure that all Vega’s customers are able to access the Services.
6.2 – Vega may apply this Fair Use Policy where in its reasonable opinion your usage/consumption of the Services is excessive and/or unreasonable as detailed in this clause.
6.3 – Vega has developed its fair use thresholds by reference to average customer profiles and estimated customer usage of the Services.
6.4 – If your usage of a particular Service materially exceeds estimated use patterns over any month, exceeds published Product Thresholds or is inconsistent with normal usage patterns, then your usage will be deemed to be excessive and/or unreasonable.
6.5 – If your usage is excessive and/or unreasonable Vega may contact you to advise you that your usage is in breach of the Fair Use Policy. Vega may then request that you stop or alter your usage to come within the Fair Use Policy.
6.6 – If your excessive or unreasonable usage continues after Vega asks you to stop or alter the nature of such usage, Vega may without further notice, suspend, modify or restrict your use of the Services or terminate your access to the Services.
7 – Security
7.1 – If Vega gives you any password or security code for the Services or to access your Account information, then you will be solely responsible for keeping that password or security code confidential.
7.2 – You must let Vega know immediately if you think that someone else has discovered your password or security code or has used your account fraudulently.
7.3 – You are able to create and manage user access to your Account for your personnel and other Invited Users. In doing so you can choose what levels of access you bestow from the options set out in the “Administration” section of your Account. You are fully responsible for authorising, setting and maintaining user accounts for your personnel and other Invited Users and their access levels post Activation. Where you have nominated to work with a Partner they will automatically be granted administrator access to your Account at the time of Activation, however, you can choose to remove the Partner’s access at any time from the “Administration” section of your Account.
7.4 – You are entirely responsible for all activity that results from use of the Services through your Account or by your personnel and other Invited Users. You are responsible for maintaining the security of your, and ensuring that your personnel and other Invited Users maintain the security of their, user name and password. Vega will not be liable for any loss or damage that may result from any failure to keep user names and passwords secure.
7.5 – You indemnify Vega against all forms of liability, actions, proceedings, demands, costs, charges and expenses which Vega may incur or suffer as a result of use of the Services through your Account or by your personnel and other Invited Users.
8 – Extensions
8.1 – If Vega has provided you with any software, web or mobile application, plug-in, API or widget for use in connection with the Services ( Extensions), you must:
a) use the Extension solely in conjunction with the Services;
b) not copy (except for your own back-up purposes), reproduce, translate, decompile, reverse-engineer, resell, modify, vary, sub-licence or otherwise deal in the Extension except to the extent expressly permitted by any law or treaty where that law or treaty cannot be excluded, restricted or modified by these Terms;
c) ensure the Extension is protected at all times from misuse, damage, destruction or any form of an unauthorised use, copying or disclosure;
d) maintain all proprietary notices on the Extension;
e) not transfer, assign or otherwise deal with or grant a security interest in the Extension; and
f) notify Vega in writing immediately after you become aware of any circumstances which may suggest that any person may have unauthorised knowledge, possession or use of the Extension.
9 – Data
9.1 – As between you and Vega, title to, and all Intellectual Property Rights in, the Data remains your property. However, your access to the Data is contingent on full payment of the Charges when due and your continued compliance with these Terms. You grant Vega a licence to use, copy, transmit, store, and back-up the Data for the purposes of enabling Vega to exercise its rights and perform its obligations under these Terms, for you to access and use the Services, and for any other purpose related to the provision of Services to you.
9.2 – You acknowledge that Vega may generate anonymous aggregated data from the Data and use that data for the purposes of research, analysis, product development and machine learning.
9.3 – Upon termination of your Account for any reason, Vega will make the Data available to you for a period of 60 days. At time of termination, a mirror image of the Data will be taken and if you wish to receive this it can be requested from Vega (this will not be available to you automatically). The Data will be provided in a format suitable to Vega.
9.4 – After 60 days Vega may purge or delete the Data from its systems and as such Vega is not liable for any loss or damage following, or as a result of, termination of your Account.
9.5 – You must maintain copies of all Data. Vega adheres to its accepted industry practice policies and procedures to prevent data loss, including a regular system data back-up regime but does not make any guarantees that there will be no loss of Data. Vega expressly excludes liability for any loss of Data no matter how caused.
9.6 – Importing of Data into Vega at time of set-up or after is your sole responsibility. Any tools provided by Vega to assist with this must be used in accordance with Vega’s processes and procedures. Vega accepts no liability for errors, omissions or loss relating to the importation of Data into Vega.
9.7 – If you enable third-party applications for use in conjunction with the Services, you acknowledge that Vega may allow the providers of those third-party applications to access the Data as required for the interoperation of such third-party applications with the Services. Vega shall not be responsible for any disclosure, modification or deletion of the Data resulting from any such access by third-party application providers.
9.8 – You acknowledge and agree that to the extent Data contains personal information, in collecting, holding and processing that information through the Services, Vega is acting as your agent for the purposes of the Privacy Act 1993 (New Zealand) and other applicable privacy law. You must obtain all necessary consents from the relevant individual to enable Vega to collect, use, hold and process that information in accordance with these Terms.
9.9 – You indemnify Vega against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by Vega’s solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable, incorrect or misleading.
10 – Plans and Plan Charges
10.1 – You must select your Plan as part of the Activation process.
10.2 – Plan Charges will be charged in advance on a monthly or annual basis and are non-refundable, including if you only use part of a month or year’s balance or portion of the Services.
10.3 – You may request to change your Plan (upgrade or downgrade) at any time but you agree to pay any applicable charges or transfer fees, including an interim bill for who are billed on an annual basis.
10.4 – If you downgrade your Plan, no refunds will be paid in respect of any unused portion of higher plan Downgrading your Plan will likely cause the immediate loss of Service features or Account capacity. If you choose to downgrade your Plan, Vega does not accept any liability for the resulting loss of data, content, features or capacity.
10.5 – If you upgrade your Plan, Vega will endeavour to make the new Plan benefits and features available to you as soon as possible. If you are receiving monthly Bills, the increased relevant Plan fees and charges will be applicable on your next Billing Date. If you are receiving annual Bills an interim bill will be sent and your payment will be required before the Plan change will be affected.
10.6 – You acknowledge and accept Vega Plans are subject to Product Thresholds (for example but not limited to, upper limits in relation to the volume of emails sent, number of active contacts allowable etc.) and Vega may monitor and enforce these limits. Product Thresholds are published on the Vega Website.
10.7 – Where Product Thresholds are exceeded, Vega will attempt to advise you and provide the applicable options, however, you agree that if you continue to consume at the elevated levels, Vega may unilaterally move you to the appropriate Plan and the new Plan Charges will be applicable and charged to your account automatically from the next Billing Date.
10.8 – Vega Plans are subject to the Fair Use Policy – refer to clause 6.
10.9 – Vega can introduce and withdraw Plans at any time – refer to clause 17.
11 – Billing and payments
11.1 – Vega will allocate you a Billing Date on Activation. Your Plan Charges may be pro-rated from the date of Activation until your first Billing Date. Vega will send and/or make available to you your Bill on or about your Billing Date. Vega reserves the right to amend your Billing Date and to send you interim Bills.
11.2– You will choose to be billed and make an advanced payment on an annual or monthly basis.
11.3 – The Charges exclude Sales Taxes, which you must pay on taxable supplies.
11.4 – Some Charges may be billed one month or more in advance or in arrears, and your first bill may include some part-month charges. Sometimes Charges will not show on your bill until sometime after the month in which they were incurred.
11.5 – Your Bill will include the amount payable by you for Charges incurred by you during the previous period and the Due Date for payment.
11.6 – You must pay the Charges set out in the Bill by Due Date. Unless previously agreed otherwise, Vega only accepts payment of your bill by credit card and debit card. Where previously agreed with Vega, payment may be possible via direct debit or online banking. Vega does not accept payment by cash, cheque or any other method.
11.7 – You will be required to pay the Charges no matter who incurs them or how they are incurred.
11.8 – If you do not pay your bill by the Due Date:
a) Vega may charge you a late payment fee;
b) you must pay any reasonable expenses Vega (or anyone acting on its behalf) incurs in collecting overdue amounts from you; and
c) Vega can, without prejudice to any other rights it has, suspend or restrict your use of all or any of the Services without giving you prior notice. If Vega suspends or restricts the Services you will continue to be liable for all outstanding Charges and continue to incur the monthly or annual Plan Charges during the suspension period.
11.9 – Vega may charge an administration fee for any late or dishonoured Payments.
11.10 – If there is a mistake on your Bill, please let Vega know as soon as possible. You may only withhold payment on the disputed part of a bill. If Vega agrees there has been a mistake, Vega will correct it. You must pay all undisputed Charges by the Due Date.
11.11 – If you have any questions about your Bill, please contact Vega immediately
11.12 – If you have an outstanding debt with Vega, Vega may transfer that debt to another party who will then have the right to collect that debt from you.
12 – Vega’s Intellectual Property
12.1 – Title to, and all Intellectual Property Rights in the Services, the Vega Website and any documentation, templates, tools etc. relating to the Services is and remains the property of Vega (and its licensors). You must not dispute that ownership.
12.2 -If you provide Vega with ideas, comments or suggestions relating to the Services, the Underlying Systems or the Vega Website (together feedback):
a) all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by Vega; and
b) Vega may use or disclose the feedback for any purpose.
13 – Third-Party data feeds
13.1 – Some Plans may include the ability to enable the Services to obtain data feeds from accounts you hold with certain third-party solutions that you designate (Third-Party Solutions).
13.2 – If you authorise the Services to obtain a data feed from a Third Party Solution, you:
a) authorise Vega to access your Third-Party Solution account and retrieve any data or information held in that account (FeedData);
b) grant Vega (without limiting clause 9) the licences set out in clause 9.1, in relation to Feed Data;
c) warrant that the provider of the Third-Party Solution and any third party owner of Feed Data has expressly agreed that Vega may access your Third-Party Solution account, and access, retrieve and use Feed Data, in accordance with this clause 13, without any fees being payable by Vega; and
d) that the provision of the rights and permissions in this clause 13 is in accordance with any terms and conditions that govern your use of the Third-Party Solution.
13.3 – You may disable any data feed from a Third Party Solution at any time, as follows:
a) by providing Vega with a reasonable period of the notice requesting Vega to disable that data feed; or
b) by disabling the data feed through the “Administration” section of your account; or
c) through any process provided by the provider of the Third-Party Solution for disabling that data feed. For more information on how to disable data feeds from Third Party Solution, contact the relevant provider.
13.4 – You acknowledge and agree that in accessing and retrieving information from Third Party Solutions, Vega is acting as your agent, and not as the agent of any Third Party Solution provider.
14 – Warranties
14.1 – The Services are provided on an “as is” and “as available” basis, and your use of them is at your sole risk. Vega will try to promptly address (during normal business hours) all technical issues that arise in connection with the Services.
14.2 – Without limiting clause 14.1, Vega does not warrant that:
a) the Services will meet your specific requirements;
b) the Services will be uninterrupted, timely, secure, or error-free;
c) the Services will be accurate or reliable;
d) the quality of any products, services, information, or other material purchased or obtained by you through the Services will meet your expectations; or
any errors in the Services will be corrected.
14.3 – To the maximum extent permitted by law, all conditions, guarantees or warranties whether expressed or implied by statute or otherwise are expressly excluded.
14.4 – You agree that, if you are acquiring the Services and accepting these Terms for the purpose of a business, no consumer protection legislation applies to the supply of the Services or these Terms.
14.5 – Except to the extent permitted by law, nothing in these Terms has the effect of contracting out of the Consumer Guarantees Act 1993 (New Zealand) or any other consumer protection law that cannot be excluded. Where legislation or rule of law implies into these Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms. However, Vega’s liability for any breach of that condition or warranty is limited, at Vega’s option, to:
a) supplying the relevant Service again; and/or
b) paying the costs of having the relevant Service supplied again.
15 – Liability
15.1 – To the maximum extent permitted by law:
a) you access and use the Services at your own risk; and
b) Vega is not liable or responsible to you or any other person for any claim, damage, loss, liability and cost under or in connection with these Terms or relating to the Services, or your access and use of (or inability to access or use) the Services. This exclusion applies regardless of whether Vega’s liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.
15.2 – To the maximum extent permitted by law and only to the extent clause 15.1 does not apply, the maximum aggregate liability of Vega under or in connection with these Terms or relating to the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will be limited (at Vega’s option) to:
a) supplying the relevant Service again;
b) paying the costs of having the relevant Service supplied again; and/or
c) refunding the Charges paid by you in the 3 month period preceding the first event giving rise to liability.
15.3 – Without limiting clause 15.1, Vega is not liable to you under or in connection with these Terms or relating to the Services for any:
a) loss of profit, revenue, savings, business, data (including Data) and/or goodwill; or
b) consequential, indirect, incidental or special damage or loss of any kind.
16 – Changing these Terms
16.1 – Vega may change these Terms from time to time, and will endeavour to notify you of such changes via email or by displaying a message when you next use the Services. You are responsible for ensuring you are familiar with the latest Terms. By continuing to use the Services from the date on which the Terms are changed, you accept the updated Terms.
16.2 – However, Vega reserves the right to urgently change these Terms if required by law or where necessary for security reasons, to prevent fraud or for technical reasons.
16.3 – These Terms were last updated on 6 July 2017.
16.4 – Vega may also decide to cease providing all or some of the Services at any time, and nothing in these Terms is to be taken as a guarantee that the Services will always be available, either in its current form or at all, or that Vega will support, maintain or continue to offer the Services or any version of them.
17 – Changing Plans and Services
17.1 – Vega may change or withdraw any Plan or Service from time to time.
17.2 – Where Vega withdraws a Service, Vega will move you to, or make available, a comparable replacement Service (and Plan) where possible.
17.3 – Where Vega withdraws a Plan (but the Service remains available), Vega will always move you to a comparable Plan where possible. If no comparable Plan is available, Vega will move you to the most comparable Plan to ensure you continue to receive the Service.
17.4 – Vega may also move you to another Plan at any time if you will be better off.
17.5 – You can request to change your Plan at any time as set out in clause 10.
18 – Your rights to terminate Services
18.1 – You may ask to terminate the Services and these Terms at any time by contacting Customer Care
18.2 – If you ask to terminate the Services, no refunds will be paid in respect of any unused Plan Charges already paid and access to your Account will be terminated immediately by Vega upon it processing of the termination request.
19 – Vega’s rights to restrict, suspend or terminate Services
19.1 – Vega may restrict, suspend or terminate the Services and these Terms at any time without notice if:
a) you are abusive to Vega, or anyone acting on its behalf, or use the Services in a way that Vega reasonably considers to be abusive or Objectionable;
b) you have made multiple complaints without a reasonable basis for doing so, and you continue to make complaints without any reasonable basis after Vega has requested you to stop;
c) Vega reasonably suspects that you (or any third party using your Account or your personnel or other Invited Users, with or without your knowledge), have used the Services in a way that is unauthorised, fraudulent or illegal, or in any way that infringes anyone’s legal rights (including Intellectual Property Rights and privacy rights), or you do not follow Vega’s reasonable instructions in relation to your use of the Services;
d) you (or any third party using your Account or your personnel or other Invited Users, with or without your knowledge) have used the Services in a way which Vega reasonably thinks may damage or negatively impact the reputation or operation of Vega;
e) you become insolvent, liquidated or bankrupt, have an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or cease to continue business for any reason, or Vega reasonably considers you to be a payment risk;
f) you fail to pay your Bills by the Due Date;
g) you are in material breach of these Terms and Vega has notified you and:
i. the breach is something that can be remedied, and you have failed to remedy the breach within 14 days; or
ii. the breach is something which you cannot remedy.
19.2 – Restrictions that Vega may impose under clause 19.1 include:
a) removing access to sending of emails;
b) restricting the ability to create new recurring payments;
c) removing access to payment gateways; and/or
d) deleting, editing or removing the relevant Data.
20 – Effect of termination
20.1 – On termination of the Services and these Terms Vega will deal with the Data as set out in clause 9.
20.2 – Termination of these Terms does not affect either party’s rights and obligations that accrued before that termination.
20.3 – On termination of these Terms, you must pay all Charges for the provision of the Services prior to that termination.
20.4 – No compensation is payable by Vega to you as a result of the termination of these Terms for whatever reason, and you will not be entitled to a refund of any Charges that you have already paid.
20.5 – Clauses which, by their nature, are intended to survive termination of these Terms, including clauses 9, 12, 13, 14, 15, 20 and 25.4, continue in force.
21 – Sending notices to you
21.1 – If Vega needs to directly notify you of anything Vega may do so using any of the contact details Vega holds for you (e.g. by email, post, phone, SMS, etc), by notifying you when you use the Services, or by posting a notice on the Vega Website. You agree that this satisfies all legal requirements in relation to written communications.
21.2 – It is important you tell Vega immediately about any changes to your contact details. You can do this by contacting support at firstname.lastname@example.org.
22 – Transferring these Terms
22.1 – Vega may transfer to someone else all or any part of its obligations under these Terms, and assign or transfer any of its rights under or in connection with these Terms. Any assignee or transferee will have the same rights and powers as if they were named as Vega.
22.2 – You must obtain Vega’s consent to transfer your rights or obligations under these Terms. Vega will not unreasonably refuse any such request however the recipient is required to meet the Activation Criteria as set out in clause 3. Contact Customer Care to request to transfer ownership.
24 – Vega’s Partners & Agents
24.1 – Vega has a network of Vega Certified Partners available for your selection as required, you may nominate to work with the Partner and therefore engage with them directly to assist you with the implementation, training, support and optimisation of Vega Products.
24.2 – Invoices issued by Vega’s Partners will be binding on you independently and payment of those invoices will be direct with the selected Partner. Vega will independently send you a Bill for the Services as set out in clause 11.
24.3 – Vega Certified Partners operate as a stand-alone business practice and Vega will not be responsible for any errors, omissions or actions of the nominated Partner.
24.4 – Vega may subcontract or delegate the performance of any of its rights or obligations under these Terms to a nominated Agent but this will not relieve Vega from liability for the performance of any such obligation.
24.5 – Vega may further appoint an Agent to provide billing services (including debt management) and customer services.
25 – General
25.1 – If any clause, or part of a clause, in these Terms is found to be unfair or unenforceable, all other clauses, and the other parts of the clause, will continue to apply.
25.2 – For Vega to waive a right under these Terms, that waiver must be in writing and signed by Vega. If Vega fails to enforce its rights under these Terms, it will not prevent Vega from taking further action.
25.3 – If you have a complaint, please contact Vega at email@example.com.
25.4 – These Terms, and any dispute relating to these Terms or the Service, are governed by and must be interpreted in accordance with the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with these Terms or the Services.
25.5 – Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by means an event that is beyond the reasonable control of that party, excluding a lack of funds for any reason.
25.6 – No person other than you and Vega has any right to a benefit under, or to enforce, these Terms.
25.7 – Subject to clause 9.8, we are your independent contractor, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under these Terms.
25.8 – Subject to clauses 16 and 17, any variation to these Terms must be in writing and signed by both parties.
25.9 – These Terms set out everything agreed by the parties relating to the Services, and supersede and cancel anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the Services that are not expressly set out in these Terms, and no such representation, warranty or agreement has any effect from the Start Date.
26 – Definitions & Interpretation
26.1 – In these Terms, the following terms have the stated meaning:
- Account – your account with Vega which includes Vega’s records of your usage, payments and outstanding Charges in respect of any Services provided to you in accordance with these Terms.
- Account Owner – the person who applies to use the Services (or, if clause 1.2b applies when a person applies to use the Services, the person on whose behalf that person applies to use the Services).
- Activation – the successful completion by you (or Vega or Vega Certified Partners, where applicable) of the registration and set up process for an Account. Activate has a consistent meaning.
- Activation Criteria– a set of criteria that Vega will use to determine if you are approved for Activation.
- Agents– third parties and sub-contractors engaged by Vega from time to time as set out in clauses 24.4 and 24.5.
- Bill – a statement of your Charges.
- Billing Date – the calendar day each month/year on which your bill will be sent to you by email.
- Charges –any charges for the Services as set out in the Plan (excluding any charges that are incorrectly incurred due to Vega’s error) or any other charges which may include:
- Plan Charges,
- additional charges for ancillary services,
- any other charges for the Services provided to you, and
- one-off charges.
- Customer Care– Vega’s customer care services available via email at firstname.lastname@example.org, via the chat facility available within the Services or via Vega’s online knowledge base at support.vega.works.
- Data – all data, content, and information (including personal information) owned, held, used or created by you or on your behalf that is stored using, or inputted into, the Services (including that which Partners may have entered/imported on your behalf). This does not include any proprietary Vega data/tables/structures etc.
- Due Date – the date on which your Bill is payable by you, and is the date stated as such on your Bill.
- Fair Use Policy – the policy set out in clause 6.
- Intellectual Property Right – includes copyright and all rights anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual Intellectual Property has a consistent meaning and includes any enhancement, modification or derivative work of the Intellectual Property.
- Invited User – a person, other than the Account Owner, that uses the Services with the authorisation of the Account Owner from time to time, including the Account Owner’s personnel and Partners that the Account Owner authorises to use the Services.
- Objectionable – includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.
- a party – includes that party’s permitted assigns.
- Partners or Vega Certified Partners– the partners referred to in clause 24.1.
- a person – includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity.
- personal information – information about an identifiable, living person.
- personnel – includes officers, employees, contractors and agents, but a reference to your personnel does not include us.
- Plan– the bundle of entitlements for the Services you select and which Vega provides to you on an annual or monthly basis for the Plan Charges. Vega product bundles may include allowances and product thresholds for a certain amount of active users, emails etc.
- Plan Charges– a minimum annual or monthly charge for the Services as set out in the Plan.
- Product Thresholds – the usage thresholds that apply to a Plan, for example, but not limited to, upper limits in relation to the volume of emails sent, number of active contacts allowable etc., as set out in the Plan.
- Sales Taxes– includes sales taxes, goods and services taxes, value-added taxes and taxes of a similar nature.
- Services– Vega’s services having the core functionality described on the Vega Website and any other additional services that Vega may provide to you.
- Start Date– the date that you first apply for or Activate an Account (online or via a Vega Certified Partners) or access and use the Services.
- Underlying Systems – the IT solutions, systems and networks (including software and hardware) used to provide the Services, including any third-party solutions, systems and networks.
- Vega – Vega.Works Limited, a New Zealand company, company number 5809307.
- VegaWebsite– the internet site at vega.works, or such other site notified to you by Vega.
- You/your – means you or, if clause 1.2b applies, both you and the Account Owner.26.2 – In these Terms:
a) Words in the singular include the plural and vice versa.
b) A reference to a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.