Terms of use

Welcome to our Terms of Use.  These terms apply to use of our guide at www.contracting.nz. These terms are subject to any specific amendments we agree with you in writing.

  1. DEFINITIONS
    1. The words in bold below have the same meaning each time they’re used in these terms.  When we say:
      1. Website, we’re referring to contracting.nz and its supporting software and infrastructure.
      2. Guide, it means the guide that is available on our website, as modified over time.
      3. Content, we’re talking about the content of the guide.
      4. We, our or us, we mean Elwood Law Limited.
      5. You or your, this means the individual agreeing these terms, as well as the organisation (if any) listed in their subscription.
  2. SUBSCRIPTIONS
    1. Subscribing. You can subscribe to the guide through our standard subscription processes.  However, your subscription isn’t effective, and we don’t have to provide the guide to you, until we accept your subscription in writing or make the guide available for your use.  We can refuse your subscription if we have any concerns about you using the guide.
    2. Organisational subscriptions. If you subscribed to the guide on behalf of an organisation, these terms apply to both you and that organisation, and you promise that you have the organisation’s authority to subscribe on its behalf.
    3. Term of subscription. Unless we agreed a subscription duration specifically for you, or your subscription is terminated in accordance with these terms, your subscription lasts for as long as you continue to pay the applicable fees.
    4. Subscription information. You’re responsible for keeping your subscription information (including a current email address) complete, accurate and up to date.
  3. USING THE GUIDE
    1. Named users. Your licence to use the guide under clause 3.2 (Permitted Use) only allows access and use by the individual(s) named in your subscription.  Licences can’t be transferred to other users.  If someone else wants to use the guide, they need to subscribe themselves.
    2. Permitted use. For so long as you are complying with these terms, we grant you a non-exclusive, non-transferable and non-sublicensable license during the term of your subscription, for the individual(s) named in your subscription to:
      1. Access the guide via the website.
      2. Use (including copy, store, modify, print, and redistribute) our content as reasonably required in connection with contracts that you are expecting to enter into or are already a party to. If you subscribed on behalf of an organisation, this lets you use our content for your own contracts as well as for those of your organisation.
    3. Prohibited use. Regardless of clause 3.1 (Permitted Use), you must never:
      1. Commercially exploit any part of the guide or use any of the guide to build a similar product.
      2. Copy and store significant proportions of the guide outside of the website.
    4. Additional use. If clause 3 does not cater for your needs and you would like to speak to someone about obtaining a broader licence, please contact us.
  4. NATURE OF THE GUIDE
    1. General advice . We put a lot of effort into preparing and maintaining the guide, but it’s important to note that:
      1. The guide does not constitute legal advice and no solicitor-client relationship is formed through your subscription.
      2. Our content is general in nature and may be unsuitable for your individual circumstances. It is therefore your responsibility to verify the suitability of all information that you use from the guide.  If you require legal advice tailored to your own circumstances, you should seek specific legal advice. Particularly if your circumstances are unusual or high risk.
    2. External links. While the guide and website include external links (e.g. to other websites or documents), those links are not endorsements of their content.  The links are provided for information, reference and convenience only.  We don’t control and aren’t responsible for linked content.  If you use linked websites, your use will be governed by separate terms of use rather than these terms.
    3. Modifications. We’re always thinking about how to make the guide better, and will update it from time to time.  But we don’t guarantee that the guide will always be completely up to date with all changes in the contracting environment.
    4. Availability. We strive to maintain the availability of the guide, but the internet isn’t perfect.  Occasionally you might not be able to access the guide.  This might happen for any number of reasons, at any time.  On occasion, we also need to perform maintenance on the guide, and this may require a period of downtime.  We try to minimise any such downtime.  Where planned maintenance is being undertaken, we’ll attempt to notify you in advance but can’t guarantee it.  Whatever the cause of any downtime, access issues or data loss, your only recourse is to discontinue using the guide.
    5. Compatible browsers. The guide can only be used reliably on the latest general release version of Safari, FireFox, Chrome or MS Edge.
    6. Feedback and support. Thanks for any feedback that you may provide.  We love receiving feedback, but it must be provided on the basis that we can use it freely.  If you need any support using the guide, we’re here to help. Just contact us.
  5. FEES AND PAYMENT
    1. Our fees. Our fees may be specified on our website or agreed specifically with you.  Unless otherwise indicated, our prices are expressed without GST.  We can change the fees on our website or agreed specifically for you, by notifying you of the change.  But if we increase our fees, the increase will only come into effect once you have had an opportunity to terminate your subscription.  For example, if you’re on a monthly subscription, we’ll give you at least one month’s notice of the fee increase.  If you’re on a fixed term subscription, increases won’t apply until the end of your fixed term.
    2. Invoicing and payment. Unless we agreed an invoicing arrangement specially for you, we’ll invoice you monthly.  If you receive an invoice on or before the 7th business day of a month, you must pay it by the 20th of that month.   In order to continue accessing the guide, you need to make timely payments.  To avoid delayed or missed payments, please make sure we have accurate invoicing information.
  6. PRIVACY AND SECURITY
    1. Privacy. We respect your privacy and take privacy seriously.  In addition to these terms, our privacy statement sets out in detail how we process the personal information that you provide us with.
    2. Security. We will use all reasonable endeavours to implement measures to maintain the confidentiality, integrity and availability of the website.  If you would like to understand our security controls, please contact us.  To protect us and our other users, you must never undermine the security of our website, including by not using our website in a way that might impair functionality or interfere with other people’s use, not trying to access our website without permission, and not trying to circumvent any restrictions we put in place.
    3. Passwords. You’re responsible for protecting usernames and passwords from being stolen or misused.  You’ll ensure that passwords are strong and not easily guessable.  The stronger the password the better!  If you realise there’s been any unauthorised use of your password or any breach of security to your account or email address linked to your account, you need to let us know immediately.
  7. TERMINATION
    1. Termination for convenience. Either of us may terminate your subscription for convenience, at any time and for any reason, by telling the other in writing at least one month beforehand.  But where your subscription has a fixed term, notice of termination under this section won’t take effective until the fixed term has ended.
    2. Termination for cause. Each of us can terminate your subscription on written notice to the other if the other breaches these terms.
    3. Suspension. We can suspend your access to the guide if you breach these terms or we think suspension is reasonably required.
    4. No refunds. No refund is due to you if your subscription is terminated or suspended in accordance with these terms.
    5. Survival. Termination or suspension will not affect the continuing operation of any sections which, by their nature, are reasonably intended to survive termination or suspension. Including sections 5 (Fees and Payment), 6 (Privacy and Security), 7 (Termination), 8 (Liability) and 9 (General).
  8. LIABILITY
    1. Disclaimer of warranties. Our website and content are made available to you on an “as is” basis.  To the extent the law allows, we disclaim all warranties, express or implied, including any implied warranties of non-infringement, merchantability and fitness for a particular purpose.  If you use the guide for the purposes of a business, you agree that the Consumer Guarantees Act 1993 does not apply to your use.
    2. Our liability is limited. Other than liability that we can’t exclude or limit by law, you agree we will not be liable to you for any claim, loss, demand, damages or costs of any kind (including in contract and for negligence) arising out of or in connection with your use of the guide or our content.  Should this exclusion of liability be ineffective in any instance, our maximum liability to you will be $100 in aggregate.
  9. GENERAL
    1. Changing these terms. Sometimes we’ll decide to change these terms.  But don’t worry, the changes won’t apply retrospectively and, if we make changes that affect you, we’ll make every effort to let you know.  You can keep track of changes to these terms by referring to the date last updated at the top of the terms.  Generally, we endeavour to provide you with 30 days’ notice of material changes before they become effective, unless we need to make immediate changes for reasons we couldn’t control.  When we notify you, we’ll do it by email or by posting a notice on our website.  If a change isn’t material, we may not notify you.  If you find a material change unacceptable, you may terminate your subscription in accordance on at least 30 day’s written notice to us (but please consider letting us know before you terminate, so we can try to address you concern). If you terminate within the period of our notice, the change will not apply to you for the remainder of your term.
    2. What we own. We and our licensors own the intellectual property rights in everything we’ve put into our website and content.  You agree not to:
      1. Remove or alter any of our copyright, trademark or other proprietary marks.
      2. Use any of our intellectual property rights in any way not expressly permitted by us.
    3. Dispute resolution. Most of your concerns should be resolved quickly and to everyone’s satisfaction if you contact us.  If we’re unable to resolve your complaint to your satisfaction (or if we haven’t been able to resolve a dispute we have with you after attempting to do so informally), you and we agree to resolve those disputes through binding arbitration or small claims court instead of in courts of general jurisdiction.  You and we agree that any dispute must be brought in the parties’ individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.  You’re solely responsible for resolving disputes between you and any other subscriber or user.
    4. Notices. Any notice you send to us must be sent to john@elwoodlaw.co.nz.  Any notices we send to you will be sent to the email address you’ve provided us through your account.
    5. Events outside our control. We do our best to control the controllables.  But we’re not liable to you for any failure or delay in performance of any of our obligations under these terms arising out of any event or circumstance beyond our reasonable control.
    6. Entire agreement. These terms constitute the entire agreement between you and us in relation to their subject matter. If there’s any part of these terms that either one of us is unable to enforce, we’ll ignore that part but everything else will remain enforceable.
    7. Waivers. If we delay enforcing these terms, we’ll not be seen as having waived our right to enforce.  For our waivers to be effective, they must be in writing and signed on our behalf.
    8. Assignment. We may assign our rights and obligations under these terms to any entity that purchases our content or takes over operation of our website.  We’ll be released from our liabilities and obligations under these terms to the extent such entity agrees to be bound by those liabilities and obligations, such that you can enforce those liabilities and obligations against them.
    9. Interpretation. Words like ‘include’ and ‘including’ aren’t words of limitation.  Where anything is within our discretion we mean our sole discretion.  Reference to any document, including these terms or legislation, is reference to it as amended or replaced from time to time.

Terms dated: 2 October 2023