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;
- "service", means services provided by Entity;
- "customer", ”your” and "you" means the party or parties who the services are provided to, and agree with our Service Agreement.
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 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 of 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.
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 are 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 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/refund. 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/refund. 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, credit or refund.
Products that are faulty upon arrival / first use or otherwise: If the product you received 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/refund. Without limiting any rights you have under the Consumer Guarantees Act, in order to repair, replace or issue a credit/refund 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/refund where a suitable replacement is not available. In order to repair, replace or issue a credit/refund 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 refunded 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 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 term of terms 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 fires, explosions, severe weather, industrial disputes, insurrection, riots, requirements or regulations or any civil or military authority, acts of war (whether declared or not), civil unrest, acts of God, earthquake, flood, riot, embargo, government act, terrorist action, plague/pestilence/pandemic, 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 by reason of strike, lock-out, riot, industrial action, fire, storm, operation of law or 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 their reasonable efforts to settle any dispute that may arise out of or relate to this Agreement or any breach of it. 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.
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
You represent and warrant that you are the person legally responsible for all use of this service, 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) 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 will 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 will 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.
Unacceptable content / material
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.
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 their 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 doesn't 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 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.