Terms and Conditions
Definition of Terms
The following words and expressions shall have meanings hereby assigned to them except where the context otherwise requires:
- "Entity", "us", "we" and "our" means either/both of Entity Hub Limited and/or Entity Communications Limited. These companies are separate trading entities and this association is purely for the purposes of simplifying these Terms and Conditions;
- "product", "service", "products and/or services", means the products and services, whether singular or plural, provided by Entity;
- "customer", "client", ”your” and "you" means the party or parties who the services are provided to, and agree with our Service Agreement. If you are a partnership, an unincorporated joint venture, the trustees of a trust or otherwise do not have separate legal personality, those terms (unless the context requires otherwise) also include each of your partners, joint venturers, trustees or members jointly and severally, and you are still bound by your acceptance of this Service Agreement despite any changes to your membership or formation, including by death, incapacity, or retirement of any partner, joint venture, trustee or member, the admission of any new partner, joint venture, trustee or member, or in any other way;
- “Independent Trustee” means, if you are the trustee(s) of a trust, any such trustee that is a solicitor, accountant, professional adviser or other person acting in an independent role that is not a beneficiary or settlor of the trust (and whose relatives, spouse or partner, direct or indirect shareholders, directors or other members are not beneficiaries or settlors of the trust).
In addition, in these Terms and unless the context requires otherwise:
- headings and examples are for reference only;
- the singular includes the plural and vice versa;
- a reference to any document or agreement, including these Terms, includes that document or agreement as amended, assigned, novated, supplemented, restated or substituted from time to time, except to the extent prohibited by these Terms;
- a reference to a time of day is a reference to New Zealand time;
- a reference to any monetary amount is to New Zealand currency;
- an Event of Default is continuing until it has been waived in writing by, or remedied to the satisfaction of, us;
- a party to your Service Agreement or another agreement includes its successors and its permitted assignees and transferees;
- any legislation includes a modification and re-enactment of, legislation enacted in substitution for, and a regulation, order-in-council and other instrument from time to time issued or made under, that legislation; and
- a reference to “in writing” (or equivalent) includes provision by email or through online services operated by us.
You acknowledge that you have read this Service Agreement and agree to all its terms and conditions. You have independently evaluated the desirability of using the service and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.
Each provision of this Agreement shall be construed separately. If the whole or any part of any such provision may prove to be illegal or unenforceable, this shall not affect the legality or enforceability of any other provision of this Agreement and the parties shall try to agree to substitute provision for that which is invalid or unenforceable.
All prices (unless specified) exclude freight and GST, and are subject to change without notice (Error & Omissions Excepted).
Where you are a commercial customer that has a credit term account and you have completed a credit account application, the terms and conditions in that application will apply (in place of the terms and conditions set out below).
Consumer Guarantees Act
If you are buying products normally bought for personal, domestic or household use, you may have certain rights under the Consumer Guarantees Act 1993 (Consumer Guarantees Act) that cannot be excluded or limited. These terms do not limit or alter your rights under the Consumer Guarantees Act (other than in the circumstances permitted under that Act). You can find more information about your rights under the Consumer Guarantees Act at the Ministry of Business, Innovation & Employment's website (www.consumerprotection.govt.nz/general-help/consumer-laws/consumer-guarantees-act) and the Commerce Commission's website (comcom.govt.nz/consumers/your-rights-as-a-consumer).
Acceptance and Amendment
By placing the order for products and/or services through Entity, you are deemed to have accepted the most recent terms and conditions available at www.entity.nz/topic/terms.
Entity may, without advance notice, amend these terms and conditions from time-to-time, and will do so by posting the new terms and conditions on the Entity website in place of the old. Each and every such amendment shall become effective immediately for all pre-existing and future accounts. It is your responsibility to periodically check the Entity website for updates of this Service Agreement.
Independent trustees: if you are the trustees of a trust, the liability of any Independent Trustee under your Service Agreement is limited to the trust property available to meet that liability. However, this limitation does not apply if the Independent Trustee loses its right to be indemnified out of the trust property, or diminishes the value of the trust property through its fraud or wilful breach of trust (in which case we can claim against the Independent Trustee personally to the extent we are unable to recover amounts due to us from the trust property).
Entity agrees to sell and the Customer agrees to buy the products and/or services ordered through Entity.
The purchase price is for products and/or services supplied and is exclusive of installation and maintenance.
The price you pay will be increased by the amount of GST, other taxes and duties which may be applicable and insurance/freight/handling charges (except to the extent already expressly included in the price).
Provided we meet our obligations under the Fair Trading Act 1986, we can revise our prices at any time prior to accepting your order.
Purchase prices are given in New Zealand dollars unless otherwise stated.
You are bound to pay us the price once we ship your order. A quotation does not give rise to a binding contract until you place an order which we subsequently ship.
Pricing for subscriptions is subject to change based on various factors including exchange rates, upstream costs, and other changes in the product definition including upstream providers. We will notify you as soon as possible in advance of changes to these prices.
If you are an ad hoc customer or are a customer without a credit term account, all products you purchase must be paid for before we can deliver them to you. In the case of intangible products and/or services, they become payable immediately on receipt of an invoice. The due date reflected on the invoice should not be viewed as a target.
If you have been given a credit term account, payment will be due by the 20th of the month following the date of invoice.
We can impose a credit limit on you at any time, and alter it at our discretion with effect from the date that we notify you of such change. If you exceed your credit limit, we can refuse to supply products and/or services to you.
If we at any time consider your creditworthiness to be unsatisfactory we can require security for payment.
You cannot withhold payment or make any deductions from any amount you owe us without our prior written consent.
We reserve the right to apply payments to the oldest outstanding invoice, regardless of any allocations, references or specifications you may apply.
From time-to-time, you may receive a text message (SMS/TXT) to which you may reply. Whilst receiving a text message should be free, any text messages that you send to Entity may incur additional charges from your mobile service provider. Please contact your mobile service provider for details of their fees and charges.
Where we agree to transport the products to a specified place, we will deliver, or arrange delivery of, the products to that place. Except where otherwise agreed, you will pay for all resulting transportation costs.
If no place of delivery is specified, delivery shall take place at the time when the products are made available for despatch at our premises.
We can fulfil orders in instalments, and each instalment shall be treated as a separate contract.
If the Consumer Guarantees Act applies to your purchase, we will meet any obligations we have under that Act. Otherwise, if the Consumer Guarantees Act does not apply, any time stated for delivery is an estimate only and no claim shall be made by you on account of late shipment, or delivery however caused.
All freight charges shall be at your cost unless otherwise agreed and stated.
Returns and Cancelled Orders
Without limiting any rights you have under the Consumer Guarantees Act, all products to be returned must have a Products Return Authority issued by us. The issue of a Products Return Authority does not guarantee that we will accept the return.
Changing your mind / purchasing the wrong product by mistake: If you change your mind after making a purchase, or realise you have purchased the incorrect item, you can enjoy the peace of mind that we offer a 7-day exchange policy (excludes special order items). If there is not a suitable product that can be exchanged for your returned item you will be offered a credit on your account or gift card based on the value paid at the time of purchase. Please note, items purchased on finance cannot be exchanged for a gift card. To exchange a product, they must be sealed and/or unopened, with packaging in original condition, and we will need to be notified within 7 days of purchase/delivery. Special order items are excluded and cannot be returned/exchanged if you change your mind/purchase the wrong product by mistake.
Incorrectly supplied products: If you have been accidentally supplied the wrong product, Entity will supply the correct product (where it is available) or issue a credit. In these circumstances, if the Consumer Guarantees Act applies to the purchase, we will meet our obligations under that Act. Otherwise, if the Consumer Guarantees Act does not apply:
- to supply the correct product the incorrect product will first need to be returned to us;
- we will need to be notified within 7 days of purchase/delivery;
- the incorrect product supplied must be in resalable/unused condition.
Products damaged in transit: If your product has been damaged during transit to your delivery address we will replace your product (if it is available) or issue a credit. In these circumstances, if the Consumer Guarantees Act applies to the purchase, we will meet our obligations under that Act. Otherwise, if the Consumer Guarantees Act does not apply, unless we agree otherwise, you must notify us within 24 hours of delivery in order to be eligible for a replacement or credit.
Products that are faulty upon arrival / first use or otherwise: If the product you received from us is faulty upon arrival / first use or where the Consumer Guarantees Act applies, the products do not comply with the guarantees under that Act, we will either repair or replace your product or issue a credit. Without limiting any rights you have under the Consumer Guarantees Act, in order to repair, replace or issue a credit for your faulty product, it will need to be returned to us so we can test and confirm that it is faulty. If the Consumer Guarantees Act applies, we will meet our obligations under that Act, Otherwise, if the Consumer Guarantees Act does not apply, all returns of this nature must be made within 14 days of purchase/delivery.
Express warranty - Products that are faulty within the warranty period: Without limiting any rights you have under the Consumer Guarantees Act, if your product is faulty or has stopped working as intended and is still within the warranty period specified when you purchased your product, Entity will repair or replace your product or issue a credit where a suitable replacement is not available. In order to repair, replace or issue a credit for your faulty product, it will need to be returned to us so we can test and confirm that it is faulty. You may also be able to contact the manufacturer directly to arrange a repair/replacement. Returns of this nature can be made any time within the warranty period and it is your responsibility to cover any costs of returning the product to us (NB: there is no specific warranty period under the Consumer Guarantees Act).
Testing fees and return freight: If you return a product to us that is not faulty, you may be liable for a testing fee and freight charges to return the product to you.
Restocking fees: In some special circumstances including when products are sold to wholesale customers, we may agree (at our discretion) to accept a return of a product that is not faulty. In these situations, there will be a handling fee equal to at least 20% of the value of each product returned. Delivery, service and assembly fees are not credited at all.
Without limiting any rights you have under the Consumer Guarantees Act:
- faulty products will be subject to the normal return procedures for the specific brand being returned.
- freight charges will not be credited.
You will be liable for all delivery and insurance charges incurred in respect of returned products.
Risk and Ownership
Risk of any loss, damage or deterioration of/to the product and/or services passes to you on execution and/or delivery, or if you state to leave products at a certain location, at the time products are placed there.
Ownership of the products remains with us and does not pass to you until you pay all amounts you owe to us or until we resell the products in accordance with these terms.
While ownership of the products remains with us, you must store them separately or clearly identify them as belonging to us.
We authorise you in the ordinary course of your business to use the products or sell them for full consideration. This authority is revoked from the earlier of the following:
- we deem your creditworthiness to be unsatisfactory;
- the occurrence of an Event of Default; or
- the time that we notify you in writing that this authority is revoked.
We can enter the premises where the products are stored and remove them without being responsible for any damage caused in doing so. We can resell any of the products and apply the proceeds of sale in reduction of amounts you owe to us.
If you resell or use the products before ownership of the products has passed to you, the proceeds of such sale or use shall be received and held by you (in whatever form) in trust for both you and us. Our interest as beneficiary under that trust shall be that portion of the proceeds which does not exceed all amounts you owe us. You will be entitled to the balance of the proceeds.
We can bring an action for the price of the products sold even where ownership of the products may not have passed to you.
If you have not paid for a product and/or service, we reserve the right to attach any other product and/or service we have previously supplied to you in reparation of the outstanding amounts.
If you are an education or business customer, you agree that the Consumer Guarantees Act does not apply.
If you on-supply products and/or services you must:
- do so on the basis that the Consumer Guarantees Act does not apply where the party buying the products and/or services is an education or business customer; and
- notify consumers that neither we nor any manufacturer undertakes that repair facilities or spare parts will be available.
If you are an education or business customer, you acknowledge that no Express Guarantees (as defined in the Consumer Guarantees Act) are provided.
If you on-supply products and/or services and if a claim is made directly against us by a consumer under the Consumer Guarantees Act then you will refund to us the amount of any damages (up to the value of the margin you made on the products and/or services in question) we are required to pay to that consumer under the Consumer Guarantees Act.
Nothing in these terms is intended to have the effect of contracting out of the provisions of the Consumer Guarantees Act except to the extent permitted by the Act.
Except as otherwise required or prevented by laws, including the Consumer Guarantees Act, or except as expressly provided under these terms, we are not liable for any claim in relation to any products and/or services we supply to you (including as a result of negligence or otherwise) and all representations, guarantees, warranties (Entity Care excluded) and terms of whatever nature, including under the Contract and Commercial Law Act 2017, are completely excluded.
Repairs and Replacements
We do not guarantee that repair facilities and parts will be available for the products supplied.
If you do not pay the price by the due date, we may charge a default penalty at a rate of 2.5% per month calculated on a daily basis on the unpaid portion of the price from the due date until payment in full, plus any GST.
You will, on demand, pay to us any amount we incur (including solicitors and collection agency costs, court costs and disbursements) in recovering payment of any overdue account.
If an Event of Default occurs, we may suspend or terminate any contract with you.
If an Event of Default occurs, all amounts you owe us shall immediately become due and payable notwithstanding that the due date has not arisen.
Without limiting any other rights or remedies, upon termination we will be entitled to repossess and resell any unpaid products and/or services in accordance with the section Risk and Ownership. Termination shall not relieve you from any liability or responsibility that has arisen before the date of termination.
An "Event of Default" means an event where:
- you fail to comply with the terms of any contract with us; or
- you commit an act of bankruptcy; or
- you enter into any composition or arrangement with your creditors; or
If you are a company:
- you do anything which would make you liable to be put into liquidation; or
- a resolution is passed or an application is made for liquidation;
- a receiver or statutory manager is appointed over all or any of your assets; or
- you cease or threaten to cease to carry on business.
Entity shall not be liable for any failure or delay in performance of its service, which is caused by circumstances beyond the reasonable control of Entity including but not limited to acts of God including earthquake or flood or storm or severe weather, acts of war (whether declared or not), insurrection, civil unrest, terrorist action, embargo, explosion or fire, government act or requirements or regulations or any civil or military authority or operation of law, riot or industrial action or dispute or strike or lock-out, pandemic or epidemic or plague or pestilence, or due to technical issues including but not limited to DNS caching, propagation or other DNS issues outside Entity's reasonable control or failure or outage of any telecommunications links or other connections forming part of the Internet which are not under the control of Entity.
Providing Us with Information
You agree to provide true, accurate, current and complete information relating to who the services are being provided to, whether being an individual, organisation or registered company. You also agree to maintain and promptly update your account information to keep it true accurate, current and complete.
If you provide any information that is untrue, inaccurate, not current or incomplete, or Entity has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Entity has the right to suspend or cancel your account without notice and refuse any and all current or future use of our services.
We agree to keep your information private, unless you consent to its disclosure, or we are legally required to disclose it. Entity does not provide credit references unless specifically agreed upon by Entity before the credit reference is requested by a third party.
Use of Information
You agree that we (or other members of our group of companies) may obtain information about you from you or any other person (including any credit or debt collection agencies) in the course of our business, and you consent to any person providing us with such information.
You agree that we may give any information we have about you relating to your creditworthiness to any other person, including any credit or debt collection agency, for credit assessment and debt collection purposes.
You must notify us of any change in circumstances that may affect the accuracy of the information you provided to us or our group of companies. (If you are an individual, i.e. a natural person, you have rights under the Privacy Act 1993 to access and request the correction of any personal information that we hold about you.)
You consent to receive marketing material from us, including via email, text and any other electronic means. We will comply with our obligations under the Unsolicited Electronic Messages Act 2007 in respect of any commercial electronic messages we send to you.
Except where provided in the Consumer Guarantees Act, we shall not be liable for any delays or failure in complying with any obligation imposed on us under any contract or for any loss or damage (including indirect or consequential loss of profits, data or damage) as claimed by you.
Except where the Consumer Guarantees Act applies, should any liability in relation to this agreement (or the products and/or services supplied under this agreement) be imposed on Entity for any reason, our total liability to you is limited to the price of those products and/or services supplied by us to which the liability relates. We will not, in any case, be liable for any consequential or special damages, including loss of business profits.
If we are unable to provide our obligations under the terms of this agreement as a result of the events described in the section Force Majeure, or any other cause beyond our reasonable control, then we are released from our obligations under this agreement.
These terms apply to all transactions where we supply products and/or services to you.
This agreement supersedes the terms of all prior agreements, understandings, representations or warranties (Entity Care excluded) previously given by us or any agent of Entity in respect of products and/or services.
If there is any inconsistency between these terms and any order submitted by you or any other arrangement with us, these terms prevail unless otherwise agreed by us in writing.
If at any time any provision of this agreement becomes illegal, invalid or unenforceable neither the legal validity nor enforceability of the remaining provisions shall in any way be affected or impaired.
If we exercise or fail to exercise any right or remedy available to us, this shall not prejudice our rights in exercising that or any other right or remedy. Waiver of any term of the contract must be specified in writing by us and signed by an authorised person.
You may not transfer or assign all or any of your rights or obligations under this contract without our prior written consent.
This contract and its terms are governed by, and shall be construed in accordance with, the laws of New Zealand. Both parties submit to the exclusive jurisdiction of the courts of New Zealand.
Entity and you will negotiate in good faith and use all reasonable efforts to settle any dispute that may arise out of or relate to this Agreement or any breach of it, before commencing legal proceedings. If any such dispute cannot be settled amicably through ordinary negotiations, the dispute shall be referred to the representatives nominated by each party who will meet in good faith in order to try and resolve the dispute. Nothing shall restrict either party's freedom to commence legal proceedings to preserve any legal right or remedy or protect any proprietary or trade secret right should such reasonable efforts prove ineffective.
You shall indemnify and keep indemnified Entity against all expenses and liabilities Entity may incur (directly or indirectly and including legal and debt-recovery costs on a full indemnity basis) following any breach by you of any of its obligations under this Service Agreement.
Entity may without advance notice amend this Service Agreement from time-to-time and will do so by posting the new Agreement on the Entity website in place of the old. Each and every such amendment shall become effective immediately for all pre-existing and future accounts. It is your responsibility to periodically check the Entity website for updates of this Service Agreement.
Free Freight Promotions / Coupons
Applies to standard-sized items under 20kg, for retail customers only. Does not include Rural, Express, Saturday or overseas shipments. A minimum spend of $10 is also required.
Sale of Restricted Products
Sale of restricted products is subject to various laws. By placing an order for any restricted products and/or services you warrant to Entity that you are of at least the minimum age required for purchase, use and viewing of the restricted products and/or services. When placing an order for restricted products and/or services you warrant that you are not obtaining the restricted products and/or services on behalf of a person that is not eligible to purchase, use or view the restricted products and/or services themselves.
Intangible Products and/or Services
The remaining Terms and Conditions are related to intangible products and/or services.
These products and/or services include, but are not limited to:
- Internet domains
- Cloud services (including products resold to you via Google, Microsoft, Amazon, 3CX, etc.)
- Device management (including products resold to you via Hapara, Family Zone, Cisco, Jamf, Lightspeed, etc.)
- Backup services (whether Entity branded or otherwise)
- Telephony services
- Professional services
Our Obligations as a Domain Name Registrar
We agree that we will:
- comply with applicable law and the terms and conditions set forth by the DNC, NZRS, SRSPlus or ICANN ("Relevant Register") and accurately represent these to you;
- disclose accurately and completely all our terms and conditions associated with your use of our services to register and maintain a domain name sought to be used by you, including price and billing information;
- comply with your lawful directions in a diligent and timely manner regarding your domain name (e.g. registration, cancellation, amendment, deletion, and associated technical support and billing);
- process any new domain name registrations with the Relevant Register within a reasonable time after we have received all the information required to complete a registration;
- notify you of the registration of your domain name(s), including the details of:
- the domain name;
- your own contact details;
- our contact details;
- the registration period;
- the unique authentication ID for your domain name; and
- your obligations as a registrant;
- arrange for correction of any error in the information in the Relevant Register about any domain name registered to you through us when requested;
- in the case of a .nz domain, provide to you, or to someone we reasonably believe to be acting on your behalf, the unique authentication ID for your domain name when requested and for no charge;
- comply with any order of any authority having jurisdiction regarding any domain name registered to you through us;
- use our best endeavours to deal with any complaints you may have about the services we provide for you.
Your Obligations as a Domain Name Registrant
You agree that you will:
- comply with the applicable law and the terms and conditions set forth by the DNC, NZRS, SRSPlus or ICANN. You agree that you have read and understood the current policies;
- make sure all information you give us is accurate and complete, keep us informed of changes to any information you give us, and that you have the authority to enter into this agreement;
- keep the unique authentication ID for your domain name and any other security information that we give to you confidential, safe and secure;
- satisfy yourself that your use of a domain name will not infringe on anybody's intellectual property rights and protect us, and everybody we are in any business relationship with to provide services to you, from any such claim;
- ensure that you only use our services for a lawful purpose;
- ensure that the use of any domain name registered to you does not interfere with other users of the Internet;
- ensure that any order of any authority having jurisdiction regarding any domain name registered to you is complied with;
- protect us, and everybody we have a business relationship with, against any legal action taken against us because of the receipt or use of our services by you or someone you are responsible for, including reliance by us or anybody we have a business relationship with, on information supplied by you.
You agree to make sure everyone you are responsible for or who uses a domain name registered to you also meets the above duties.
Registration of a Domain Name
- Operation of the domain name requires the collection of information, including some personal information, from you. In order to have a domain name registered in your name, this information must be entered into the register (see the clause The Register and Registry below for more details regarding the register);
- By entering into this agreement, you consent to provide us with the following personal information ("personal information"):
- country; and
- phone number.
- While you have the right to withdraw your consent to providing us with your personal information, without this personal information we cannot perform our obligations under this agreement (including registering and maintaining a domain name for you) because:
- the personal information is necessary in order for your domain name to be recorded on the Relevant Register;
- we need to be able to contact you in relation to the administration of the domain name; and
- we are required by Domain Name Commission policies to collect your personal information.
- If you decide to transfer management of your domain name to another registrar, or if your domain name is cancelled, or if this agreement ends for any other reason, we will continue to store your personal information for a period of not less than 6 years for limitation and tax administration purposes;
- You further agree that:
- the domain name is registered in your name only because no other person has it according to the records of the register; and
- neither we nor anybody else is representing anything else to anybody regarding that domain name. The entry of a domain name in the Query Service shall not be taken as evidence of anything other than such registration; and
- you protect us and everybody we have a business relationship with to provide services to you, from any claim arising out of the domain name being registered in your name or as you direct.
The Register and Registry
- The register is the authoritative database of domain names and the details shown in the register is treated as the correct record. In the case of .nz domains, the register is operated by the registry branch of InternetNZ ("registry");
- In order to have a domain name, it is necessary that the registry store your personal information on the register;
- When a domain name is no longer registered in your name, the registry will continue to store your personal information ("historical personal information"). Historical personal information may only be disclosed where authorised or required by the Relevant Register's governing law;
- To the extent GDPR applies, EU registrants have the right to object to the registry storing historical personal information and/or disclosing it as authorised or required by the Relevant Register's governing law;
- Despite the above clause, pursuant to Article 21 of GDPR, the registry maintains that it has compelling legitimate grounds for storing an historical auditable record of all domain names and disclosing historical personal information as authorised or required by New Zealand law. This is because without carrying out these functions, the integrity and operation of the register would be significantly undermined.
Domain Name Commission, SRSPlus and ICANN
- The Domain Name Commission (DNC), SRSPlus, and the Internet Corporation for Assigned Names and Numbers (ICANN) are the relevant entities which regulate their respective domain name market space;
- DNC provides a domain name registration data query service (Query Service). Through the Query Service, the public is able to access the register with respect to a particular domain name from DNCL’s website. Subject to the Individual Registrant Privacy Option (“IRPO”) referred to in clause IRPO subclause below, in response to a Query, registrants’ personal information will be available (along with the domain name, its commencement and expiry dates and addresses/details of the name servers for it, and our name);
- When a .nz domain name is cancelled it holds a pending release status. During the pending release period of 90 days from date of cancellation, a registrar may fully re-instate the domain name for the registrant, so that it becomes active again. This means that your personal information remains viewable on the Query Service for that 90 day period. Following the 90 day period when your name is released, your personal information will no longer be disclosed on the Query Service;
- To the extent GDPR applies, EU registrants have the right to object to their personal information being made available through the Query Service. However, pursuant to Article 21 of GDPR, DNC maintains that it has compelling legitimate grounds for disclosing the personal information on the Query Service. This is because, without the Query Service, the integrity of the .nz domain name space would be significantly undermined;
- For the avoidance of doubt, by entering into this agreement, you hereby give consent to your personal information being made available on the Query Service;
- To the extent GDPR applies, EU registrants have the right to withdraw their consent under the previous subclause. However, any withdrawal of consent is without prejudice to DNC’s position that it has a legitimate interest in disclosing the personal information on the Query Service;
- The IRPO is an optional feature available for individuals who are not using the domain name it is applied to in significant trade. If you are eligible and choose to use IRPO, your telephone number and contact address information will not be disclosed on the Query Service (“Withheld Data”). If you use your domain name for significant trade purposes you will not be eligible for the IRPO (see section 8 of .nz Operations and Procedures policy for further details);
- Despite the previous clause, Withheld Data may be released in the following circumstances:
- Where applications are made by any person, entity or organisation who have established a legitimate need for the Withheld Data (see sections 22.2-22.22 of .nz Operations and Procedures policy);
- Where disclosure is ordered by a court of competent jurisdiction or is required by any other order with the force of law (see sections 22.23 - 22.24 of .nz Operations and Procedures policy);
- Where an entity has a Memorandum of Understanding with DNC, such that the entity has automatic access, or alternatively streamlined access, to the Withheld Data (see sections 22.25 to 22.40 of .nz Operations and Procedures policy).
- To the extent that GDPR applies, EU registrants, who are eligible for the IRPO, have the right to object to Withheld Data being disclosed in the circumstances described in the previous subclause. However, pursuant to Article 21 of GDPR, DNC maintains that, based on the Privacy Act 1993 (or any substitute enactment) (and in particular Principle 11) it has compelling legitimate grounds to disclose Withheld Data on these circumstances.
You represent and warrant that you are the person legally responsible for all use of our products and/or services, and are at least 18 years of age. If you are under 18 years of age, you must have parental consent in order to use our services, and the account must be opened and maintained by a parent or legal guardian, in their name. You agree to provide Entity with your full legal name, postal address, telephone number and an email address.
Providing You with Service
To provide you with service, Entity must be either the Registrar or Registrant for the domain name that will be associated with the service. If you use our services for personal or non-commercial use, you can exercise your rights under the Consumer Guarantees Act 1993 and our Service Agreement does not limit your rights. However, if you use our services for business purposes (or you have told us you will do so, or we have credible cause to believe that you will do so) then we exclude all warranties implied under the Consumer Guarantees Act.
Cancellation of Service
Your account is active until the service expires being the date paid up to in advance. Service cancellation may occur automatically if you do not renew the service before the expiry date. All related services will cease to function after this date. These services can be reactivated within 90 days after this period by renewing the service and by paying all outstanding invoices.
We reserve the right to cancel/disable any/all services if you have an invoice(s) outstanding for more than 30 days. This may cause a disruption in services not related to the outstanding invoice(s).
Data Retention Following Cancellation of Service
If your account is not renewed by its expiry date, the service will be disabled and we may continue to hold the data for a period up to 90 days.
After these periods all data may be deleted from Entity's servers and will be unrecoverable.
If a domain name which has been assigned to a web hosting account is cancelled or transferred away to another Registrar the web hosting account will be disabled and the data held until the web hosting service expires.
Backups and Data Loss
Entity performs regular backups, archived offsite for its own disaster recovery purposes only. Entity does not warrant or otherwise guarantee that these will be available or that data which has been backed up can be retrieved. If any of your data is damaged, deleted, lost or corrupted in any way, or becomes otherwise unavailable due to termination or suspension of your account pursuant to this Agreement, Entity will have no obligation or liability to you.
Entity strongly recommends that you create regular backups of your data as the Entity disaster recovery backups are not, under any circumstances able to be used for individual customer data recovery.
Entity's services may only be used for lawful purposes. Any use which violates any national or international laws which may apply to Entity or any jurisdiction that you may be subject to is strictly prohibited. While using an Entity service, you will not post or transmit any unlawful, threatening, abusive, libellous, defamatory, obscene, offensive, indecent, pornographic, profane, or otherwise objectionable information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any national or international law, including without limitation the laws protecting intellectual property including copyright, trademark, trade secret, misappropriation and anti-dilution law.
Entity will be the sole arbiter as to what constitutes a violation of this provision and reserves the right to suspend your service without notice.
Acceptable Use: Server Performance
If your website affects the performance or security of the server systems, Entity at its sole discretion, without notice, may immediately suspend, throttle, or perform any other action that will prevent your site from impacting other clients and the server system as a whole.
The following hosted website content/material is not acceptable. Entity reserves the right to suspend any website hosting the following content with or without notice:
- Top sites;
- File sharing/mirror scripts;
- Proxy scripts;
- Pirated software, warez, or illegal image hosting services;
- IP scanners;
- Bruteforce programs/scripts/applications;
- Mail bombers/spam scripts;
- Banner-ad rotation services;
- Video streaming (unless a separate agreement has been specifically signed and agreed to);
- High-yield interest programs, ponzi/mlm/pyramid scheme sites;
- Gambling sites;
- Pornographic sites;
- Hateful/racist/harassment orientated sites;
- Hacker focused sites/archives/programs;
- Sites promoting illegal activities; or
- Forums or sites that distribute or link to sites that match the above.
Exclusion of Liability
We exclude all liability we may have to you for any claim except where we have acted in bad faith. This exclusion also applies for the benefit of:
- InternetNZ, the registry and any other entity we are in any business relationship with;
- every officer, employee, contractor, agent of us or any entity in the above subclause;
- anyone else we get to perform our duties under any agreement you have with us.
None of the persons specified above is liable or has to pay you for anything else in connection with or resulting from anything any of us does or does not do, or delays in doing, whether or not it is contemplated or authorised by any agreement you have with us. This exclusion applies whatever you are claiming for and in whatever way liability might arise. This exclusion does not prevent you getting a court order requiring us to do anything we have agreed to do for you and does not limit any rights you may have under the Consumer Guarantees Act 1993.
Limitation of our Liability
We have excluded all other liability we or any of the persons specified in the clause Exclusion of Liability may have to you. If any of those persons is ever liable to you and, for any reason, cannot rely on the exclusion of liability set out in the clause Exclusion of Liability then this clause applies. Where this clause applies, the maximum combined amount the persons specified above (together) will have to pay you and anyone else who uses the services we provide for you (together) is the amount of the last month's fee paid by you under this agreement.
Definition and Policies
- "Unlimited hosting"
- What it does mean:
Entity does not set an arbitrary limit or cap on the number of resources you can use. In good faith and subject to this Agreement, Entity makes every commercially reasonable effort to provide you with all the disk space, database and bandwidth resources needed to power your website(s) successfully, as long as your use of the service complies with this Agreement. By not setting limits on key resources, we are able to provide simple, consistent pricing to you as you grow your website(s). As a result, a typical website may experience periods of great popularity with increased storage and bandwidth requirements without incurring any associated increase in hosting charges.
- What it does not mean:
Entity employs complex mechanisms to protect you and Entity from abuse. The Entity offering of "unlimited" disk space, databases and bandwidth is not intended to allow the actions of a single or few to unfairly or adversely impact the experience of others. The Entity service is a shared hosting service, which means that multiple websites are hosted from the same server and share server resources. The Entity service is designed to meet the typical needs of education and small-to-medium business websites for our customers. It is NOT intended to support the sustained demand of large enterprises, high traffic websites, or non-typical applications better suited to a dedicated web hosting service.
Entity will make every commercially reasonable effort to provide additional resources to you as long as your website does not breach this Agreement. However, in order to ensure a consistent and quality experience for all customers, Entity does place automated safeguards to protect against any one site growing too quickly and adversely impacting the system and other Entity customers.
- "Unlimited Disk Space"
Entity does not set arbitrary limits on the amount of disk space that you can use for your website, nor does Entity charge additional fees based on an increased amount of disk space used, provided your use of storage complies with this Agreement.
However, Entity has maximum daily FTP quotas per web hosting account to protect against abuse:
- FTP Maximum Upload File Size: 128MB
- FTP Maximum Download File Size: 128MB
- FTP Upload Data Transfer Quota per Day: 2GB
- FTP Download Data Transfer Quota per Day: 2GB
- "Unlimited data traffic"
Entity does not set arbitrary limits on the amount of visitor traffic a website can receive or on the amount of content you can upload to your web hosting account in a given month, nor does Entity charge additional fees based on the increased use of bandwidth, as long as your use of the service complies with this Agreement. In most cases, your website will be able to support as much traffic as your website can legitimately acquire. However, Entity reserves the right to limit processor time, bandwidth, processes, or memory in cases where it is necessary to prevent negatively impacting other customers.
- "Unlimited MySQL databases"
Entity does not set arbitrary limits on the number of databases you can use for your website, nor does Entity charge additional fees based on an increased amount of databases or database storage used, provided your use of databases complies with this Agreement.
Application and Script Security
Any applications or scripts installed to your hosting account either automatically using our installers or manually by yourself must be kept up-to-date and free from publicly known vulnerabilities. In addition, any form to email script must have sufficient defences in place (eg. Captcha) to prevent automated submission and distribution of mail from anonymous users. Entity reserves the right to suspend or cancel your account without notice if a script installed by you contains a vulnerability which can or is being exploited.
Zero Tolerance Spam Policy
Entity takes a zero-tolerance stance against sending unsolicited email, commonly known as spam. Sending unsolicited email, from any server located on Entity's networks is STRICTLY prohibited. Entity will be the sole arbiter as to what constitutes a violation of this provision. The accounts of any user who sends spam will be terminated without notice, regardless of whether the messages were sent from an Entity server or from another server advertising a site hosted on Entity's servers.
Server Maintenance and Updates
Entity performs regular upgrades and updates to server applications. These upgrades/updates may require you to update/upgrade your code to be compatible with new versions. You agree to take full responsibility for implementing these updates. Entity is not responsible for website malfunctions after upgrades/updates due to clients running incompatible code.
You agree to fully defend and indemnify and hold harmless Entity of and from any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including lawyers fees and costs, expert fees and costs and mediation and/or arbitration fees and costs incurred (whether paid or not) as the result of any breach or claim of breach of this agreement or your negligence whether active or passive or any negligence of Entity in any way related to your use of Entity's services or any portion thereof.
Entity makes every reasonable effort to maintain the uninterrupted operation of the services, subject to regularly scheduled server and network maintenance cycles. In no event shall Entity be liable for any consequential, indirect, special or incidental damages, even if Entity has been advised by the user of the possibility of such potential loss or damage. If the Entity service to you is disrupted or malfunctions for any reason, Entity shall not be responsible for losses of income due to disruption of service, or any other such issues whether due to the active or passive negligence of Entity.