(The original template for these terms and conditions are provided by Netlawman, and the wording of these terms and conditions remain copyright to NL Documents Library Ltd)
These are the terms and conditions subject to which we allow you to use Our Website. By visiting or using Our Website, or signing up for our services, you agree to be bound by them. You may not use Our Website if you are under the age of 18 years.
If you violate these terms we may terminate your use of Our Website, bar you from future use of Our Website, cancel your order, and/or take appropriate legal action against you.
We are Helen Gibbs Dietitian Ltd, a company registered in New Zealand, number 9429035495048.
Our address is PO Box 8128, Gardens, Dunedin 9041
GST Registration Number: 873387811
You are: Anyone who uses Our Website or buys services from us.
Please read this agreement and “Product Licence Terms” carefully and save it. If you do not agree with it, you should leave Our Website and stop using the site or the Services immediately.
It is now agreed as follows:
In this agreement, the following words shall have the following meanings, unless the context requires otherwise:
|“Content”||means the textual, visual or aural content that is encountered as part of your experience on Our Website. It may include, among other things: text, images, sounds, videos and animations. It includes content Posted by you.|
|“Intellectual Property”||means intellectual property owned by us or by any third party, of every sort, whether or not registered or registrable in any country, including intellectual property of all kinds coming into existence after today; and including, among others, patents, trade marks, unregistered marks, designs, copyrights, domain names, discoveries, creations and inventions, together with all rights which are derived from those rights or for which application for registration has been made in any country.|
|“Our Website”||means the entire computing hardware and software installation that is or supports our website including any communication or peripheral system. It includes any website of ours, and all web pages controlled by us, including our Skype Webinars and Facebook based support groups|
|“Post”||means place on or into Our Website any Content or material of any sort by any means.|
|“License”||means a license granted by us to you in the terms of this agreement for use of a Licensed Product.|
|“Licensed Product”||means any product, material or thing offered for License by us on Our Website, whether or not bought by you. A reference to “Product” shall be a reference to all or part of a Product or to a Product changed by you in any way.|
|“Service”||means any service we sell from time to time, whether or not connected to a Licensed Product.|
In this agreement the following meanings apply unless the context otherwise requires:
- a reference to a person includes a human individual, a corporate entity and any organization which is managed or controlled as a unit.
- a reference to a person includes reference to that person’s successors, legal representatives, permitted assigns and any person to whom rights and obligations are transferred or pass as a result of a merger, division, reconstruction or other re-organization involving that person.
- the headings to the paragraphs and schedules (if any) to this agreement are inserted for convenience only and do not affect the interpretation.
- any agreement by either party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing.
- a reference to an act or regulation includes new law of substantially the same intent as the act or regulation referred to.
- these terms and conditions apply to all supplies of Licensed Products by us. They prevail over any terms proposed by you.
- this agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.
3. Basis of Contract
- If you use Our Website in any way on behalf of another person you warrant that you have full authority to do so and you accept personal responsibility for every act or omission by you.
- In entering into this contract, you have not relied on any representation or information from any source except Our Website.
- Unfortunately, we cannot guarantee that every Product advertised on Our Website is available. If at any time a Product becomes unavailable, we will immediately refund any money you have paid.
- There is no contract between us for any free service, so you do not become a client by using any free service and we are not liable to you in any way resulting from your use of any free service.
- The price of any Licensed Product or Service may be changed by us at any time. We will never change a price so as to affect the price charged to you at the time when you buy that Licensed Product or Service.
- You agree that you are bound by these terms (or the latest version of them) for all future contracts with us, whether ordered through Our Website or in some other way.
- You now agree that you commit a breach of this contract if you seek repayment of money paid to us by asking your credit card provider to credit back a payment made to us, without attempting to seek repayment from us first. In that event, you agree that you will owe us first the sum charged to us by our payment service provider and secondly a sum based on time spent at $ 150 per hour in dealing with your breach. You also agree that this provision is reasonable.
- The Contract between us comes into existence at the earlier of:
- when we write to you to confirm that your order has been delivered; or
- when you download the Licensed Product you have bought.
- We may change this agreement and / or the way we provide a Product, at any time. If we do:
- the change will take effect when we Post it on Our Website. You are advised to check this page from time to time.
- if you make any payment for Licensed Products or Services in the future, you will do so under the terms posted on Our Website at that time.
4. The price
- The prices payable for the Licensed Product and Services are clearly set out on Our Website.
- The price charged for any Licensed Product or Service may differ from one country to another. You may not be entitled to the lowest price unless you reside in the qualifying country.
- Prices are inclusive of any applicable goods and services tax or other sales tax.
- Charges for Services are fixed whenever it is reasonably possible for us to ascertain the price.
- When we do not provide fixed charges for the Service, we will charge by the hour. In that case all work done, including all letters, e-mails, faxes and telephone calls made and received will be charged on a time basis in minimum units of one ¼ of an hour.
- Estimates of charges will be provided to you wherever possible.
- You can find our hourly charging rate, time travel rate and motor mileage rate on Our Website. Other travel costs will be re-charged at cost incurred.
- Our Services require payment in advance in every case.
Note: you can keep our charges low by providing full instructions and avoiding unnecessary contact.
5. Security of your credit card
We take care to make Our Website safe for you to use.
- Card payments are not processed through pages controlled by us. We use e-way who will encrypt your card or bank account details in a secure environment.
- If you have asked us to remember your credit card details in readiness for your next purchase or subscription, we will securely store your payment details on our systems. These details will be fully encrypted and only used to process your automatic monthly payments or other transactions which you have initiated.
6. Content you Post to Our Website, Skype Webinar or Facebook Groups
You agree that you will not use or allow anyone else to use Our Website Skype Webinars or Facebook Groups to Post any Content which is or may:
- be information which could promote or assist any unlawful purpose;
- consist in commercial audio, video or music files;
- be illegal, obscene, offensive, threatening or violent;
- be sexually explicit or pornographic;
- be likely to deceive any person or be used to impersonate any person, or to misrepresent your identity, age or affiliation with any person;
- solicit passwords or personal information from anyone;
- be used to sell any goods or services or for any other commercial use;
- include anything other than words (i.e. you will not include any symbols or photographs) except for a photograph of yourself in your profile in such place as we designate;
- be incomplete or inaccurate or submitted otherwise than as requested by Our Website;
- link to any of the material specified above, in this paragraph.
7. Your Posting: restricted content
In connection with the restrictions set out below, we may refuse or edit or remove Content which does not comply with these terms.
In addition to the restrictions set out above, Content must not contain:
- hyperlinks, other than those specifically authorised by us;
- keywords or words repeated, which are irrelevant to the Content Posted.
- the name, logo or trademark of any organisation other than yours.
- inaccurate, false, or misleading information.
8. How we handle your Content
- If you Post Content to any public area of Our Website it becomes available in the public domain. We have no control who sees it or what anyone does with it.
- Even if access to your text is behind a user registration it remains effectively in the public domain because someone has only to register and log in, to access it. You should therefore avoid Posting unnecessary confidential information.
- We need the freedom to be able to publicise our services and your own use of them. You therefore now irrevocably grant us the right and licence to edit, copy, publish, distribute, translate and otherwise use any Content that you place on Our Website, in public domains and in any medium. You represent and warrant that you are authorised to grant all such rights.
- We will use that licence only for commercial purposes of the business of Our Website and will stop using it after a commercially reasonable period of time.
- You agree to waive of your right to be identified as the author and your right to object to derogatory treatment of your work as provided in the Copyright Act 1994 as amended.
- You now irrevocably authorise us to publish feedback, comments and ratings about your activity through Our Website, even though it may be defamatory or critical
- Posting content of any sort does not change your ownership of the copyright in it. We have no claim over it and we will not protect your rights for you.
- You understand that you are personally responsible for your breach of someone else’s intellectual property rights, defamation, or any law, which may occur as a result of any Content having been Posted by you.
- You accept all risk and responsibility for determining whether any Content is in the public domain and not confidential.
- Please notify us of any security breach or unauthorised use of your account.
- We do not solicit ideas or text for improvement of our Service, but if you do send to us material of any sort, you are deemed to have granted us a licence to use it in the terms set out at sub paragraph [8.7].
9. Removal of offensive Content
- For the avoidance of doubt, this paragraph is addressed to any person who comes on Our Website for any purpose.
- We are under no obligation to monitor or record the activity of any customer for any purpose, nor do we assume any responsibility to monitor or police Internet-related activities. However, we may do so without notice to you and without giving you a reason.
- If you are offended by any Content, the following procedure applies:
- your claim or complaint must be submitted to us in the form available on Our Website, or contain the same information as that requested in our form. It must be sent to us by post or email;
- we shall remove the offending Content as soon as we are reasonably able;
- after we receive notice of a claim or complaint, we shall investigate so far as we alone decide;
- we may re-instate the Content about which you have complained or not.
- In respect of any complaint made by you or any person on your behalf, whether using our form of complaint or not, you now irrevocably grant to us a licence to publish the complaint and all ensuing correspondence and communication, without limit.
- You now agree that if any complaint is made by you frivolously or vexatiously you will repay us the cost of our investigation including legal fees, if any.
10. Security of Our Website
If you violate Our Website we shall take legal action against you.
You now agree that you will not, and will not allow any other person to:
- modify, copy, or cause damage or unintended effect to any portion of Our Website, or any software used within it.
- link to our site in any way that would cause the appearance or presentation of Our Website to be different from what would be seen by a user who accessed Our Website by typing the URL into a standard browser;
- download any part of Our Website, without our express written consent;
- collect or use any product listings, descriptions, or prices;
- collect or use any information obtained from or about Our Website or the Content except as intended by this agreement;
- aggregate, copy or duplicate in any manner any of the Content or information available from Our Website, other than as permitted by this agreement or as is reasonably necessary for your use of the Services;
- share with a third party any login credentials to Our Website.
- Despite the above terms, we now grant a licence to you to:
- create a hyperlink to Our Website for the purpose of promoting an interest common to both of us. You can do this without specific permission. This licence is conditional upon your not portraying us or any Product or Service in a false, misleading, derogatory, or otherwise offensive manner. You may not use any logo or other proprietary graphic or trademark of ours as part of the link without our express written consent.
- you may copy the text of any page for your personal use in connection with the purpose of Our Website or a Service we provide.
11. Interruption to Helen Gibbs Dietitian service
- If it is necessary for us to interrupt our service, we will give you reasonable notice where this is possible and when we think the down time is such as to justify telling you.
- You acknowledge that Helen Gibbs Dietitian service may also be interrupted for many reasons beyond our control.
- You agree that we are not liable to you for any loss, foreseeable or not, arising from any interruption to our service.
12. Intellectual Property
- We will defend our Intellectual Property rights in all countries.
- Except as provided in our Product Licence Terms, you may not copy, modify, publish, transmit, or sell, create derivative works from, distribute, perform, display, or in any way exploit any of our Intellectual Property or that owned by any third party and accessible to you via Our Website.
- You may not use our name or logos or trademarks or any other content on any website of yours or that of any other person.
- You agree that at all times you will:
- not to cause or permit anything which may damage or endanger our title to any of our Intellectual Property;
- notify us of any suspected infringement of the Intellectual Property;
- indemnify us for any loss or expense arising from your misuse of the Intellectual Property;
- not use any name or mark similar to or capable of being confused with any name or mark of ours.
13. Disclaimers and limitation of liability
- The law differs from one country to another. This paragraph applies so far as the applicable law allows.
- All implied conditions, warranties and terms are excluded from this agreement.
- Our Website includes Content Posted by third parties. We are not responsible for any such Posting. If you come across any Content which offends against this document, please contact us via the “Contact us” page on Our Website.
- You are advised that Content may include technical inaccuracies or typographical errors. This is inevitable in any large website. We would be grateful if you bring to our immediate attention, any that you find.
- We sell Licensed Products and Services in good faith. But we make no representation or warranty that any Licensed Product or Service will be:
- useful to you;
- of satisfactory quality;
- fit for a particular purpose;
- available or accessible, without interruption, or without error.
- Our Website contains links to other Internet websites. We have neither power nor control over any such website. You acknowledge and agree that we shall not be liable in any way for the content of any such linked website, nor for any loss or damage arising from your use of any such website.
- We claim expert knowledge in dietetic practice in the context of New Zealand, however because of the generalised nature of advice we can give in blogs, posts or responses to questions you should not make changes unless you seek advice from your GP that it is safe and appropriate to do so. We disclaim any obligation or liability to you arising directly or indirectly from information you take from Our Website.
- You agree that in any circumstances when we may become liable to you, the limit of our liability is the amount you have paid us in the immediately preceding 12-month period for the Licensed Products concerned.
- We shall not be liable to you for any loss or expense which is:
- indirect or consequential loss; or
- economic loss or other loss of turnover, profits, business or goodwill even if such loss was reasonably foreseeable or we knew you might incur it.
- This paragraph (and any other paragraph which excludes or restricts our liability) applies to our directors, officers, employees, subcontractors, agents and affiliated companies as well as to us.
- If you become aware of any breach of any term of this agreement by any person, please tell us by email. We welcome your input but do not guarantee to agree with your judgement.
14. You Indemnify Us
You agree to indemnify us against all costs, claims and expense arising directly or indirectly from:
- any ill health arising from following suggestions made by lay-public participants on our Website;
- any ill health arising from undertaking lifestyle changes without consulting with a doctor that they are safe and appropriate for you;
- your failure to provide truthful information about which General Practitioner in New Zealand you are registered with;
- your failure to comply with the law of any country;
- your breach of this agreement;
- any Content you Post to Our Website;
- any data you send or upload to Our Website for storage or any other purpose;
- a breach of the intellectual property rights of any person;
- your failure to conform to any relevant Internet protocol;
- any use of your site for a purpose forbidden by this agreement;
- any act, neglect or default by any agent, employee, licensee or customer of yours;
- a contractual claim arising from your use of the Licensed Products;
- and for the purpose of this paragraph you agree that the cost of our management and technical time is properly recoverable and can reasonably be valued at $150 per hour without further proof.
15. Miscellaneous matters
- If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
- You undertake to provide to us your current land address, e-mail address, telephone number as often as they are changed together with all information that we may require to enable us to fulfil our obligations under this contract.
- For access to any course on our website you must provide the name, practice name and address of the GP you are enrolled with in New Zealand. If this is recorded falsely to access the course we will not be liable for any advice given to a person or persons living outside of New Zealand.
- If you are in breach of any term of this agreement, we may:
- publish all text and Content relating to the claimed breach, including your name and email address and all correspondence between us and our respective advisers; and you now irrevocably give your consent to such publication.
- terminate your account and refuse access to Our Website;
- issue a claim in any court.
- Any obligation in this agreement intended to continue to have effect after termination or completion shall so continue.
- No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
- For the purposes of the Privacy Act 1993 as amended and any comparable law of any other country having jurisdiction and relating to the location of data processing, you consent to the processing of your personal data (in manual, electronic or any other form) relevant to this agreement, by us and/or any agent or third party nominated by us and bound by a duty of confidentiality. Processing includes but is not limited to obtaining, recording, using and holding data in any country.
- You agree that we may disclose your information including assigned IP numbers, account history, account use, etc. to any judicial or proper legal authority who makes a written request without further consent or notification to you.
- Any communication to be served on either of the Parties by the other shall be delivered by hand or sent by first class post or recorded delivery or by e-mail.
|It shall be deemed to have been delivered:|
|if delivered by hand: on the day of delivery;|
|if sent by post to the correct address: within 72 hours of posting;|
- In the event of a dispute between the parties to this agreement, then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.
- This agreement does not give any right to any third party.
- The validity, construction and performance of this agreement shall be governed by the laws of New Zealand.
Product Licence Terms
We are Helen Gibbs Dietitian Ltd, a company registered in New Zealand, number 9429035495048.
Our address is PO Box 8128, Gardens, Dunedin 9041
You are: Anyone who buys a Licence from us.
These are the agreed terms
These Product Licence Terms are supplemental and additional to the above terms and conditions (the “T&C”) relating to use of Our Website. By buying or using any Licensed Product, you agree to be bound by them.
In this agreement, the definitions in the T&C apply. In addition, the following words shall have the following meanings, unless the context requires otherwise:
|“Copy or Publish”||with reference to a Licensed Product, means reproducing or publishing in whole or in part, using any means, in any medium. It includes breaking up, changing, cropping or any other change or use as part of some other created work.|
|“Restrictions on Use”||means first, the restrictions set out in this agreement and second, all restrictions or limitations arising from choices you made at the time of purchase. These may relate to limitations on use, territory, duration, or any other choice which defines the Licensed Product.|
|“Third Party Owner”||means an owner of a Licensed Product which is not owned by us.|
|“Licence”||means a licence granted by us to you in the terms of this agreement for use of a Licensed Product.|
|“Licensed Product”||means any product, material or thing offered for Licence by us on Our Website, whether or not bought by you. A reference to “Product” shall be a reference to all or part of a Product or to a Product changed by you in any way.|
The interpretation and definition provisions of the T&C apply also to this agreement.
3. The Licence
- You confirm that you have authority to enter into this agreement and have obtained all necessary approvals to do so.
- In entering into this contract you have not relied on any representation or information from any source except that on Our Website.
- We do not offer the Licensed Products in all countries. We may refuse a Licence if you live in a country we do not serve.
- If any information you give us is inaccurate, your Licence is automatically terminated and no refund of money will be due to you.
- Subject to the terms of this agreement, we grant to you a Licence to use a Licensed Product.
- This Licence is limited by the Restrictions on Use. You agree to comply with all Restrictions on Use no matter how communicated to you.
- No express or implied licence of the Licensed Product or any other material is granted to you other than the express Licence granted in this agreement.
- Any continuation of your Licence by us or by you after the expiry of one year is a new contract in the terms then shown on Our Website. Your continued use of our Licensed Product after that shall be deemed acceptance by you of the changed Product, system and/or terms.
4. Limitations and permissions on Licences
- You must not sub-license a Licensed Product.
- You must not Copy or Publish a Licensed Product except as specifically allowed in this agreement.
- You may not allow any other person to use a Licensed Product except in the situation or context for which you have bought it.
- You may not represent or give the impression that you are the owner or originator of any Licensed Product.
- You may not remove any identification or reference number or other information which may be embedded in any file of a Licensed Product.
- Every publication or appearance of a Licensed Product on a website must be protected as far as the law allows by separate, specific or general provisions against copying or publishing. We allow you to use the definition of “Copy or Publish” used in this agreement.
- You may not use a Licensed Product:
- except for the use specified at the time of purchase;
- in a context which is pornographic;
- containing a human model in any way which might degrade that person in the eyes of a reasonable viewer;
- in part or as a whole, as a logo or otherwise to incorporate it in any intellectual property of yours;
- in an application for mobile/cell phone use, except as part of a marketing programme based on a website;
- for a secondary use, for example on social networks.
5. Freedom to use
Despite the above limitations, you may copy a Licensed Product:
- once for the purpose of system maintenance or to show or share with some other person who has a business interest in it;
- to a contractor of yours whose contract is to work on the project or purpose for which you have bought the Licensed Product. In this case the Licence extends only to that project or purpose. If this happens, you remain liable to us in every way for the acts and omissions of your contractor. We advise you to obtain an appropriate agreement from your contractor to protect you in this regard.
6. Copyright and other Intellectual Property
- You agree that at all times you will:
- not to cause or permit anything which may damage or endanger our title to any Licensed Product or other Intellectual Property or the title of any Third Party Owner whose work has been made available to us as a Licensed Product;
- notify us of any suspected infringement of the Intellectual Property.
- If you use a Licensed Product in a way not allowed by this agreement we may take legal action anywhere in the World. If loss to us or any other person results from your wrongful action, you will be liable to pay.
- If we terminate the Licence on account of your breach, you agree that you will:
- immediately stop using the Licensed Product;
- destroy all copies of the Licensed Product in your possession or control;
- destroy any work of yours derived from a Licensed Product.
- To give us assurance that you are using the Licensed Product in accordance with the terms of the Licence, you agree that you will give us copies of your works and materials containing or using a Licensed Product. We will give you 15 working days notice of this requirement. You agree also to provide access to relevant pages which have restricted access or are fire-walled.
- If we reasonably believe that you are using a Licensed Product outside the scope of this Licence, you agree to provide written confirmation of your compliance, in a form to be drawn by us.
- You may not assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this agreement without our prior written consent, except that:
- You may assign and transfer all your rights and obligations under this agreement to any person to which you transfer all of your business, provided that the assignee undertakes in writing to the other party to be bound by your obligations under this agreement.
8. Third Party Owners and additional restrictions
Some Products offered for Licence on Our Website are owned by Third Party Owners and not by us. Where that is indicated, the following additional provisions apply:
- the price of the Licence includes a sum payable by us to the Third Party Owner;
- you have no obligation to make payment to the Third Party Owner;
- we are the agent of the Third Party Owner and accept all obligations and liability to you in connection with the Licensed Product;
- you remain liable to the Third Party Owner, through us, for compliance with this agreement;
- in any event when you may be liable to the Third Party Owner for breach of this agreement, you will indemnify us for all cost and liability arising from our relationship with the Third Party Owner, our acting as his agent, or your buying a Licensed Product owned by him.
9. Miscellaneous matters
- At any time if we decide in our absolute discretion that you have failed to comply with any of the terms of this agreement, we reserve the right to terminate this agreement without refunding to you any payment made.
- In some jurisdictions you may not use a human image without the consent of that person. That may apply to any person or only to a model. The permission is generally known as a “release”. You alone are responsible for obtaining any necessary release and for paying any fees due.
- Our Licensed Products are marked on Our Website with a notation as to whether a release may be necessary. If not marked, you may take it that the Licensed Product in question has been released.
- This agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.