iDigital Terms & Conditions
Please read the following Terms and Conditions ("T&C") carefully as the provisions contained herein govern your access, use and supply of Products and Services (Get Online, Get Found & Get Noticed) from iDigital Ltd.
In addition to these terms, the access and use of our services (Get Noticed) are subject to the IDIGITAL COMMUNICATIONS TERMS & CONDITIONS OF SERVICE, the terms of which are incorporated into the T&C by this reference.
1.1 A Website produced as per the Get Online: Sites product and An AdWords account produced as per the Get Noticed product is owned and operated by iDigital Limited and/or its associates, related parties, successors and assigns (collectively referred to as "Provider", "us", "we" or "our").
1.2 The terms and conditions set below also apply to:
(a) any persons viewing or otherwise accessing the Website ("Visitor"); and
(b) any persons supplying in any way personal information (including name and email address) to the Provider through or in connection with the Website, whether by way of the Provider's contact form, by email or otherwise ("Registered User"). Both categories of users are collectively referred to as "Users", "you" or "your" in this T&C.
1.3 By becoming a User, you hereby acknowledge and agree to be bound by the T&C. This version represents the most current version of the T&C.
2.1 In consideration of you becoming a User, you represent and warrant that:
(a) you are 18 years of age or older;
(b) you have the capacity to form a binding contract;
(c) you are not a person barred from accessing or using services we provide under the governing laws of the T&C; and;
(d) your access or use of any product or serviced provided by us does not violate any applicable law or regulation.
3 DESCRIPTION OF THE WEBSITE (GET ONLINE: SITES)
3.1 "Website Content" means including, without limitation, information on:
(a) products and services;
(b) lead and sales tracking solutions;
(c) benefits of products and services;
(d) FAQs; and
(e) contact details.
3.2 The Website Content may further include other Provider communications such as service announcements and administrative messages communicated to Registered Users and are considered part of the terms of registration of the Website.
3.3 Unless explicitly stated otherwise, any new Website Content, features or applications offered or made available from time to time by the Provider through or in connection with the Website shall be subject to the T&C.
4. WEBSITE ACCESS AND USE
4.1 In accessing and using the Website or any Website Content thereof, you expressly acknowledge and agree that:
(a) the Website is offered, supplied and provided on an "as-is" and "as available" basis, and the Provider assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any User communications or personalised settings;
(b) you understand that the Website may include software embodied therein now or in the future ("Software") as well as security components that permit digital materials to be protected, and that your access and use of the Website are subject to Software usage rules set by the Provider and/or owners of proprietary Software. The Provider makes no warranty that any errors in the Software will be corrected;
(c) you are responsible for obtaining access to the Website and that access may involve third party fees (such as Internet service provider or airtime charges). You are responsible for those fees and in addition, you must provide and are responsible for all equipment necessary to access the Website;
(d) you may not:
(i) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content or data transmitted through the Website;
(ii) disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other Users are able to type, or otherwise act in a manner that negatively affects other Users' ability to engage in real time exchanges;
(iii) interfere with or disrupt the Website or servers or networks connected to the Website or disobey any requirements, procedures, policies or regulations of networks connected thereof;
(iv) take any action that places an unusually large load on the infrastructure of the Website, or bandwidth connecting to the Website, or take any action that includes the use of any data accumulation, tool, robot or spider to compile, disseminate, extract, process, monitor or copy any web pages;
(v) intentionally or unintentionally violate any applicable local, state, national or international law; and
(vi) attempt to override or circumvent any of the usage rules embedded into the Software or those provided herein.
(e) subject to Clause 9, any material downloaded or otherwise obtained through the Website is done at your own discretion and risk. You will solely be responsible for any damage to your computer system or loss of data that results from the download of the same.
5 WEBSITE CONTENT
5.1 In viewing the Website Content displayed on the Website, you expressly acknowledge and agree that:
(a) all Website Content posted on the Website or communicated to you from time to time by the Provider are provided for guidance or as reference only. Accordingly, NO advice relating to the subject matter of such Website Content is understood to be given to you by the Provider;
(b) under no circumstances will the Provider be liable in any way for any Website Content, including, but not limited to, for any errors or omissions in any Website Content, or for any loss or damage of any kind incurred as a result of the use of any Website Content posted, emailed, transmitted or otherwise made available through or in connection with the Website. You are not entitled to rely and/or act upon such Website Content and/or use them as a basis for any cause of action in law or otherwise;
(c) the Website Content may be subject to change without notice and does not take into account your objectives, personal or commercial situation, requirements or needs, or any statutory obligations or requirements which may be required to be observed in your state or jurisdiction;
(d) to the fullest extent of the law, the Provider expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to any warranty of merchantability, fitness for a particular purpose or correspondence to particular descriptions in respect of any Website Content displayed on the Website; and
(e) no advice or information, whether oral or written, obtained by you from the Provider or through or from the Website shall create any warranty not expressly stated in the T&C.
6 DATA AND CONTENT INPUT
6.1 For the purposes of this Clause, "User Content" means any and all:
(a) any personal information provided by you in a contact form or by way of email (collectively "Registration Data"); and
(b) any other data or materials you upload, post, email, transmit or otherwise make available through or in connection with the Website.
6.2 You expressly acknowledge, agree and warrant that:
(a) you are solely and entirely responsible for your User Content;
(b) all Registration Data which is submitted by you to the Provider through or in connection with the Website is true, accurate and current, and is complete in all respects;
(c) you shall update any changes to your Registration Data as soon as practicable; and
(d) you shall not upload, post, email, transmit or otherwise make available through or in connection with the Website any User Content that:
(i) is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, pornographic, obscene, libellous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
(ii) you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements);
(iii) infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
(iv) comprises unsolicited or unauthorised advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas that are designated for such purpose;
(v) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or
(vi) purports to impersonate any other person or entity, including, but not limited to, any other User, the Provider's official, employee, consultant, guide, host or any other representative, or falsely state or otherwise misrepresent your affiliation with any person or entity.
6.3 You also expressly acknowledge, agree and warrant that the Provider:
(a) shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any User Content that is made available by you through or in connection with the Website; and
(b) may access, preserve, and disclose all User Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to:
(i) comply with legal process;
(ii) enforce the T&C;
(iii) respond to your requests for customer service; and
(iv) protect the rights, property, or personal safety of the Website, other Users and/or the public.
6.4 You understand that the technical processing and transmission of all User Content submitted or posted by you may involve:
(a) transmissions over various networks; and
(b) changes to conform and adapt to technical requirements of connecting networks or devices.
6.5 The Provider does not claim ownership of any User Content you submit or upload through or in connection with the Website.
7 EXCLUSION OF LIABILITY
7.1 You expressly understand and agree that the Provider, its subsidiaries, affiliates, officers, agents, co-branders or other partners and employees shall not be liable to you for any direct, indirect, incidental,special, consequential or exemplary damages, including but not limited to damages for loss or profits, goodwill, use, data or other intangible losses, even if the Provider has been advised of the possibility of such damages, resulting from:
(a) the accessing of, or the inability to access, the Website, the use of, or the inability to use, or the reliance, or the inability to rely, on the Website Content;
(b) unauthorised access to or alteration of any of your transmissions or data, including any User;
(c) any other matter relating to the Website or Website Content displayed on the Website or communicated to you.
8.1 You agree to fully indemnify, defend and hold the Provider, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any and all claims or demands, liabilities, damages, losses, costs and expenses, including reasonable attorneys' fees, made by any third party due to or arising out of your:
(a) access and use of the Website or any Website Contents thereof;
(b) connection to the Website;
(c) violation of the T&C; or
(d) violation of any rights of another.
9 PROPRIETARY RIGHTS
9.1 All copyright on the Website or embodied in any Website Content displayed on the Website is owned by the Provider or its proprietary holders, and you are required to abide by all copyright notices contained on the Website.
9.2 Except to the extent otherwise specifically authorised by the Provider and/or the proprietary holders:
(a) you may not copy, modify, translate, publicise, reproduce, exploit, broadcast, transmit, distribute, perform, display or sell any of, or any portion of, any or all Website Content of the Website, or create any derivative works thereof, and you may not use any of the Website Content in connection with any commercial endeavours, whether in whole or in part;
(b) you may only retrieve and display any Website Content on a computer screen, print individual pages on paper, photocopy and store such pages in electronic form on disc (but not on any server or other storage device connected to a network) solely for your personal use; and
(c) you may not alter the text, graphics, images, audio visual or any other materials contained on the Website or embodied in any Website Content.
9.3 Any unauthorised reproduction, publication, further distribution or public exhibition of the Website or all Website Content contained therein, in whole or in part, is strictly prohibited.
9.4 In addition, the Website domain name, the Provider's name, logo, other names and logos of the Provider as may be created, produced or used from time to time ("Marks") are trademarks or registered trademarks of the Provider and its affiliated companies. Without express and written prior permission, you agree not to display or use in any manner the Marks for any purpose whatsoever.
10 SPECIAL ADMONITION FOR INTERNATIONAL USE
10.1 The Website is provided for the benefit of, and is intended to be viewed by, Users within New Zealand only. If you are viewing the Website on a computer outside New Zealand, you expressly acknowledge, agree and warrant that:
(a) in choosing to access and use the Website outside New Zealand, you are solely responsible for complying with the laws applicable in your jurisdiction;
(b) the Provider shall not incur any liability to you whatsoever with respect to your access and use of the Website; and
(c) you shall indemnify the Provider against any and all liability the Provider may have in relation to any third party for any reason whatsoever arising out of your use of the Website.
11 GENERAL PRACTICES REGARDING USE AND STORAGE
11.1 You expressly acknowledge and agree that:
(a) the Provider may establish general practices and limits concerning use of the Website, including without limitation the maximum number of days and months that any data submitted by you will be retained by the Website, the maximum amount of information that may be submitted by you and the maximum number of times and the maximum duration for which you may access any Website Content on the Website in a given period of time;
(b) the Provider has no responsibility or liability for the deletion or failure to store any descriptions, work, portfolio, profile, or other information or communication posted by you, or obtained or procured from or through the use of the Website; and
(c) the Provider reserves the right to modify these general practices and limits from time to time.
12 MODIFICATIONS TO THE WEBSITE, WEBSITE CONTENT AND T&C
12.1 The Provider reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website or any part thereof, including the provision of any Website Content, with or without notice to you. You agree that the Provider shall not be liable to you or to any third party for any such modification, suspension or discontinuance of the Website or any part thereof.
12.2 The Provider reserves the further right to make any amendments to the T&C at any time in its sole and absolute discretion, with or without notice to you. The most current version of the T&C as posted on this page shall supersede all previous versions.
12.3 It is your responsibility to check regularly to determine whether a new version of the T&C has been uploaded. If you do not agree to any revisions pursuant to the upload of a new version of the T&C, then you must immediately stop using the Website.
12.4 You agree that the Provider shall not be liable to you or to any third party for any such modification, suspension or discontinuance of the Website, and/or amendments to the T&C. Your continued use of the Website after such modifications or amendments shall constitute an acceptance of your agreement to be bound by the T&C, as amended.
13 SUSPENSION, EXPIRY AND TERMINATION
13.1 You agree that the Provider may, under certain circumstances and without prior notice, suspend or immediately terminate your access to the Website and remove any associated User Content, including any profiles, works, information or contact details thereof.
13.2 Cause for such suspension or termination shall include, but not be limited to:
(b) requests by law enforcement or other government agencies;
(c) discontinuance of the Website (or any part thereof); and
(d) unexpected technical or security issues or problems.
13.3 You agree that all such suspensions or terminations shall be made at the Provider's sole discretion and that the Provider shall not be liable to you or any third party for any such suspension or termination.
13.4 Cancellations must be made by the Customer within a 24-hour period (which includes non-business hours) of signing or verbally confirming the contract. If the cancellation occurs after the campaign has gone live and costs incurred by the Company, the Customer agrees to pay the sum equivalent to 60% of the remaining contract balance.
13.5 If there is no written cancellation of service at the Contract’s expiry, the Contract will continue on a month to month basis. This means that the Customer shall be responsible for any charges for these advertising services until such a time that they terminate the contract by contacting the company (phone, email, fax, etc).
13.6 iDigital Ltd requires 30 days’ written notification prior to expiry of the contract to discontinue iDigital services or the Customer’s contract will restart.
13.7 Recoverable costs The Customer will be liable for any fees that the Company incurs by utilising a third party service provider for debt collection purposes.
14 OFF SITE LINKS
14.1 In order to offer increased value to our Users, the Website may provide, or third parties may provide, links to other Websites or resources, which you may access at your sole discretion.
14.2 You understand and acknowledge the Provider has no control over such sites and resources. In this respect, you also acknowledge and agree that the Provider is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, services or other materials on or available from such sites or resources.
14.3 You further acknowledge and agree that the Provider shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
15 EMAIL POLICY
15.1 We will not respond unless required to do so by law to any email sent to us which contains threatening, abusive, malicious, pornographic, obscene, defamatory or otherwise illegal or inappropriate material. We reserve the right to take such action as we in our sole discretion deem fit in respect of such material.
15.2 We will not disclose any personal information under any circumstances of any staff, employee, contractor or worker of the Provider and/or the Provider's associates. Where appropriate we will endeavour to respond to all Emails within 3 days of receipt, but we cannot and do not guarantee to respond to any Emails. All Emails will generally be stored for 6 months after which time they will automatically be deleted. Any Email sent to the incorrect destination is liable to be deleted immediately.
17 NO THIRD PARTY BENEFICIARIES
17.1 You agree that, except as otherwise expressly provided in this T&C, there shall be no third party beneficiaries to this T&C, and that you may not assign your profile or registration to any other persons.
18.1 If you choose to provide us with a nominated email address, unless you expressly inform us otherwise, the Provider may communicate with you by providing you with notices regarding updates, changes or additions to the Website or Services offered through or in connection with the Website.
19 GOVERNING LAW
19.1 This T&C and any obligations arising out of or in relation to the T&C shall be governed by and construed in accordance with the laws of New Zealand.
20.1 You understand, agree and acknowledge that the courts of New Zealand are to have exclusive jurisdiction to settle any dispute (including claims for set-off and counterclaims and disputes relating to any non-contractual obligations) which may arise out of or in connection with the T&C and for such purposes irrevocably submit to the jurisdiction of the aforesaid courts.
21 ENTIRE AGREEMENT
21.1 The T&C constitute the entire agreement between you and the Provider and govern your access and use of, or purchase through or in connection with, the Website, superseding any prior agreements between you and the Provider.
21.2 You also may be subject to additional terms and conditions that may apply when you use or purchase certain other services of the Provider, affiliated services, third-party content or third-party software.
22 WAIVER AND SEVERABILITY OF TERMS
22.1 The failure of the Provider to exercise or enforce any right or provision of the T&C shall not constitute a waiver of such right or provision.
22.2 If any provision of the T&C is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of the T&C remain in full force and effect.
23 VIOLATIONS AND INFRINGEMENTS
23.1 Any violations or infringement of the T&C should promptly be reported by the User by emailing the Provider at firstname.lastname@example.org.
24 BILLING AND PAYMENT
24.1 You will be charged in accordance with the rate schedule published or notified iDigital LTD from time to time. iDigital LTD reserves the right to change the rates from time to time. All Charges are exclusive of GST.
24.2 You shall pay any and all amounts invoiced by iDigital LTD to you in relation to the provision of Services by the due date specified in any such invoice. Without limiting any other rights iDigital LTD may have under this TCS or by force of law or equity, if you fail to make full payment of the aforesaid by the due date, iDigital LTD may:
(a) charge a 10% late payment charge on all overdue monies (excluding interest under this Clause);
(b) charge an administrative fee for any administrative costs incurred in respect of your failure to make full payment hereof;
(c) cancel or suspend your product & services, account or your Phone Number;
(d) terminate any contracts between you iDigital LTD and demand immediate payment of monies due and owing under such contracts;
(e) cancel any rebate, discount or allowance due or payable by iDigital LTD as at the date of the event;
(f) institute any recovery process as iDigital LTD thinks fit at your sole cost and expense.
You hereby acknowledge and agree that you are not entitled to set off or deduct any amounts due and owing by you under this TCS, whether or not an existing dispute or claim has been made by you against iDigital LTD or for any reason whatsoever.
25 TERM AND TERMINATION
25.1 This Agreement shall continue until terminated.
25.2 This Agreement will immediately and automatically terminate if iDigital LTD's right to provide the Services ceases for any reason.
25.3 iDigital LTD may immediately suspend or discontinue the provision of the Services to you, or terminate this Service Agreement with immediate effect by giving notice to you at any time if, in iDigital LTD's reasonable opinion:
(a) you breach any of your obligations under this T&Cs;
(b) you fail to pay any iDigital LTD invoice by the due date and time shall be of the essence;
(c) you cease, or threaten to cease to conduct business in the normal manner; and
(d) iDigital LTD right to provide Services or any Carrier's right to provide access to the Network ceases or is suspended or interrupted for any reason whatsoever. Either party may terminate this agreement with 30 (thirty) days advance notice in writing.
26 LIMITATION OF LIABILITY AND INDEMNITY
26.1 To the fullest extent permitted by law, all conditions, warranties, representations, liabilities and obligations, whether expressed or implied, including any conditions or warranties as to merchantability, fitness for purpose or correspondence with description or representations as to results arising from the use of the Services, are hereby excluded by iDigital LTD.
26.2 iDigital LTD shall not be liable, under any circumstances, for your indirect, special, incidental or consequential loss or damage that may arise in respect of this T&Cs or loss of profit, business, revenue,goodwill or anticipated savings, and iDigital LTD liability under this T&Cs shall be limited solely to the supplying of the Services again or the payment of the cost of having the Services supplied again, as iDigital LTD mayselect.
26.3 You shall indemnify iDigital LTD against all claims, demands, liabilities, loss, expenses, costs and damages incurred by or made against iDigital LTD as a result of, or arising in connection with:
(a) any breach of your obligations under this T&Cs, including, without limitation, any failure to comply with Clauses 4.2 (b), 5.2 (b) (ii), 5.2 (d), 5.2 (e) and 11.2 (b) in respect of Incoming Call Recordings and Personal Information; and/or
(b) the re-supply of, and/or use of or access by, any third party of such Phone Numbers or any of iDigital LTD Services thereof, whether such re-supply, use or access was authorised by you or otherwise.
27.1 iDigital LTD may, from time to time, make reasonable variations to this T&Cs if necessary to comply with any contractual, statutory or a regulatory requirement.
27.2 This T&Cs contains the entire understanding and agreement between the parties as to its subject matter. No oral explanation or information provided by any party to another shall affect the meaning orinterpretation of this agreement or constitute any collateral agreement, warranty or understandingbetween the parties.
28 WAIVER AND SEVERABILITY OF TERMS
28.1 The failure of iDigital LTD to exercise or enforce any right or provision of this TCS shall not constitute a waiver of such right or provision.
28.2 If any provision of this T&Cs is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of this T&Cs remain in full force and effect.
29 INTELLECTUAL PROPERTY
29.1 For the purposes of this TCS, "Works" mean any and all proprietary materials and information embodied in, or relating to, the Services, including:
(a) all technical processes, systems, methods, software design, algorithms, codes, scripts and databases;
(b) all inventions, discoveries, improvements, enhancements, processes, information and know-how;
(c) the Website and all iDigital LTD domain names, trademarks, trade names, get-ups, whether registered or not;
(d) all documentation and other records, reports, documents, papers and other materials whatsoever pertaining to the Services; and
(e) any derivative works of any of the aforesaid.
29.2 You hereby acknowledge and agree that:
(a) all proprietary rights, title and interests created or embodied in the Works belong to iDigital LTD to the fullest extent of the law, including all rights to copy, assign or license such rights, title and interests to others for any purpose as iDigital LTD sees fit in its sole and absolute discretion;
(b) accordingly, without prior written consent of iDigital LTD
(i) you must not supply, sell or otherwise make available the Works or any parts thereof to any third parties; and
(ii) that you will, at your sole cost and expense, do all acts necessary to ensure that if, as a result of any breach of your obligation under Clause 8.2
(c) iDigital LTD proprietary rights, title or interests herein have been infringed, such infringement shall cease immediately.
30.1 iDigital LTD will at all times maintain as confidential, Confidential Information, meaning all Works, technical and business information and associated matter now in your possession and control or which may exist in the future including but without limitation data, reports, studies and customer information. Confidential Information shall not include information which is generally available in the public domain or was known iDigital LTD prior to the disclosure by you or by your employees, representatives or associates.
30.2 Unless expressly stated otherwise in this TCS or in any other terms of service as may be specified byiDigital LTD respect of the provision of any service, or unless prohibited by any laws or regulations, all Data resulting from the provision of the Services may be used for iDigital LTD own internal research and record keeping purposes and whilst respecting the confidentiality of such Data, iDigital LTD may extrapolate and use the Data for the aforesaid purposes.
IDIGITAL COMMUNICATIONS TERMS & CONDITIONS OF SERVICE
1 ACCEPTANCE OF TERMS
1.1 Unless otherwise agreed in writing, the supply of all Services offered by iDigital LTD and/or its associates, related parties, successors and assigns (collectively referred to as "iDigital LTD") to any persons (hereinafter referred to as "User", "you" or "your") shall be governed by the Terms & Conditions of Service (TCS) setherein.
1.2 This TCS is supplementary to the General Terms & Conditions and all provisions are incorporated into the General Terms & Conditions by this reference. By using the Services described herein, you hereby acknowledge and agree to be bound by this TCS and the General Terms & Conditions.
2.1 In these Terms & Conditions of Service ("TCS"), the following terms and expressions shall have the following meanings:
(a) "iDigital LTD" means iDigital Limited (Company Number: 5934730)
(b) "Carrier" means the third party telecommunications carrier who operates the Network;
(c) "Call Recording Service" means the service provided by iDigital LTD that enables you to record an Incoming Call;
(d) "Call Tracking Service" means the service provided by iDigital LTD that enables tracking of relevant Incoming Call information to be made, including but not limited to, the Calling Party's Personal Information and location, advertising source, day, time and duration of the Incoming Call and Incoming Call history;
(e) "Calling Party" means a person from whom you receive an Incoming Call;
(f) "Incoming Call" means a telephone call that you receive using iDigital LTD Services;
(g) "Data" means any and all information and reports procured, collected or compiled by iDigital LTD in respect of a Calling Party, including, without limitation:
(i) Incoming Call logs;
(ii) Incoming Call activity reports;
(iii) Advertisement source of Incoming Calls; and
(iv) Personal Information of a Calling Party;
(h) "Dynamic Call Routing Service" means the service provided by iDigital LTD than enables the automatic routing of Incoming Calls to appropriate branch or regional office based on the Calling Party's phone number, and allows for prompting of the Calling Party to enter a postcode for appropriate routing when the Calling Party's location cannot be determined;
(i) "General Terms & Conditions" mean the terms and conditions governing the access and use of the Website as updated from time to time;
(j) "Interactive Voice Response Service" means the service provided by iDigital LTD comprising a system for routing Incoming Calls or providing recorded information for improving Calling Party waiting time and call resolution;
(k) "Network" means the telecommunications network of the Carrier, which iDigital LTD uses to supply the Services;
(l) "Missed Call Notification Service" means the service provided by iDigital LTD that enables the Recording of missed Incoming Call information to be made, including but not limited to, the Calling Party's phone number if the number is not blocked, and a voicemail recording if the Calling Party leaves a message;
(m) "Personal Information" means information that may be used to identify a Calling Party, including without limitation, the Calling Party's Incoming Call number, address, fax number and/or email address;
(n) "Phone Number" means a iDigital LTD telephone number that you wish to use to answer an Incoming Call;
(o) "Recording" means a recording of an Incoming Call;
(p) "Services" mean the services supplied by iDigital LTD under this TCS, comprising of the following:
(i) Call Recording Service;
(ii) Call Tracking Service;
(iii) Dynamic Call Routing Service;
(iv) Interactive Voice Response Service;
(v) Missed Call Notification Service; and
(q) "Website" means iDigital LTD website www.idigital.co.nz or any other platform, facility or server which the Services supplied by iDigital LTD under this TCS may be accessed or used by you.
(vi) any other services as iDigital LTD may provide from time to time;
3 PROVISION OF SERVICES
3.1 In supplying the Services, iDigital LTD shall provide the following:
(a) a Phone Number through which the Services shall be utilised and which forms part of the Network of the Carrier;
(b) equipment required for handling and managing the Services which iDigital LTD in its sole discretion considers appropriate and necessary; and
(c) reasonable technical and sales support which iDigital LTD in its sole discretion shall consider appropriate and necessary.
3.2 Unless explicitly stated otherwise, any new services, features, content or applications offered or made available from time to time by iDigital LTD to you shall be subject to this TCS.
4 YOUR OBLIGATIONS
4.1 In using the Services, you expressly agree and acknowledge that:
(a) the Phone Number provided is made available to you only in connection with the supply of Services by iDigital LTD and forms part of the Services so supplied;
(i) you are not entitled to, and you have no right or interest in, any Phone Numbers supplied by iDigital LTD to you if you decide to terminate the Services herein;
(ii) you must not port any Phone Numbers supplied by iDigital LTD to an alternative service provider or Carrier or Network without the prior written consent of iDigital LTD. You hereby acknowledge and agree that iDigital LTD shall be entitled to receive compensation from you of an amount to be determined by iDigital LTD in its sole and exclusive discretion should iDigital LTD agree to grant consent to you in respect of the aforesaid porting;
(iii) iDigital LTD may, without any notice or liability to you, discontinue or modify any Phone Numbers supplied to you at any time for any reason whatsoever, including but not limited to discontinuance or modification required by reason of a request made by the Carrier, Network requirements or statutory, regulatory andlegal compliance. You hereby acknowledge and agree that:
(a) you must, unless this TCS is terminated in accordance with Clause 7, accept any such new or modified Phone Numbers issued to you by iDigital LTD and that iDigital LTD shall, but is not obliged to, give you written notice of any the discontinuance of, or modifications made to, a Phone Number as soon as is reasonably practicable; and
(b) you have no claim against iDigital LTD for any loss or damage you may suffer as a result of such discontinuance or modifications.
(c) iDigital LTD may from time to time, change, enhance or update any and all equipment described in Clause 3.1(b) for any reason whatsoever without any notice or liability to you. You hereby acknowledge and agree that you have no claim against iDigital LTD for any loss or damage you may suffer as a result of such change, enhancement or update.
4.2 You further acknowledge, agree and warrant that:
(a) you will refrain from taking any action which has or is likely to have the effect of interfering with or threatening the operation, stability, viability or integrity of the Network;
(b) you must only use the Services for your own business needs and requirements;
(c) you must not use the Services for your personal purposes nor for any purposes which are unlawful, abusive, harmful, threatening, defamatory or in any way infringing any copyright, trademark or other intellectual property rights of any other persons;
(d) you must not re-supply, re-sell, chain or group the Services in any way without the prior written consent of iDigital LTD;
(e) you are fully responsible for maintaining the confidentiality of your Services password and account issued to you by iDigital LTD, and are fully responsible for all activities the occur under the same. Accordingly, you must:
(i) immediately notify iDigital LTD of any unauthorised use of your password or account or any other breach of security; and
(ii) ensure that you exit from your account at the end of each session;
(iii) iDigital LTD will not be liable to you for any loss or damage you may suffer if a person quoting your password requests changes to your Service or account details. You will be responsible for all fees associated with your Service and account whether transactions were authorised by you or not.
(f) you must co-operate with iDigital LTD in relation to any complaints, enquiries or investigations into or in connection with any services offered by you, in which the Services supplied by iDigital LTD are utilised. You hereby agree and acknowledge that you shall, at iDigital LTD's discretion, and without limitation, bear in full any costs associated with such complaints, enquiries or investigations.
4.3 You also agree that you must ensure that any other persons having access to, or are using, the Services, including your employee, contractor, officer, agent or authorised representative or other third party, shall be made aware of and will observe the same obligations, restrictions and limitations as set out in this TCS.
5 CALL RECORDINGS AND PERSONAL INFORMATION
5.1 As part of the process of supplying the Call Recording Service to you or in any other services supplied to you where recordings are, at your option, made by us, whenever a Calling Party dials your Phone Number:
(a) you are requesting iDigital LTD to initiate an Incoming Call Recording. Once initiated, iDigital LTD will record the full length of the Incoming Call; and
(b) you are requesting iDigital LTD to collect or compile Personal Information in respect of the Calling Party.
5.2 In using the Call Recording Service or any other Services where Recordings are, at your option, made by us, you expressly agree and acknowledge that:
(a) you authorise iDigital LTD to make Incoming Call Recordings and collect Personal Information on your behalf. Without limiting the generality of the aforesaid, you specifically authorise iDigital LTD to act as your agent in respect of all Caller Line Identification data and other personal information collected by iDigital LTD;
(b) you either:
(i) authorise iDigital LTD to play a voice message advising the Calling Party that the Incoming Call is being recorded prior to the said Incoming Call being connected to you or your employee, contractor, officer,agent, authorised representative or other third party answering the Incoming Call; OR
(ii) make the necessary arrangements to ensure that the Calling Party is provided with the necessary warning about the presence of any Recordings made of an Incoming Call in accordance with the law;
(c) all Incoming Call Recordings are stored iDigital LTD for a period of one (1) month, commencing the date that a Recording is made. Following the expiry of the storage period, you will not be able to retrieve a copy ofthe Recording and you hereby acknowledge and agree that iDigital LTD shall have no liability whatsoever for any failure to retain or store such copies of Recordings beyond the said storage period;
(d) all Personal Information collected or compiled by iDigital LTD or, and supplied to, you must be used by you and your employee, contractor, officer, agent, authorised representative or other third party in compliance with the law, including without limitation, any provisions under the Telecommunications Act 2001 and the Privacy Act 1993, and all regulations or guidelines promulgated thereunder as well as provisions under the Crimes Act 1962;
(e) you must notify your employee, contractor, officer, agent, authorised representative or other third party that their telephone conversation with a Calling Party in respect of an Incoming Call is being recorded by iDigital LTD through or in connection with the Services; and
(f) iDigital LTD shall have no liability whatsoever in respect of any use made by you, your employee, contractor, officer, agent, authorised representative or other third party, of the Recordings and its contents, and/or of any Personal Information.
6 STATUS OF USER
6.1 In using the Services, you acknowledge and agree that:
(a) there is no relationship between you iDigital LTD in common law, contract or otherwise other than that as a User;
(b) save for the making of any Incoming Call Recording and the collection of any Personal Information by iDigital LTD in accordance with Clause 5 on your behalf, nothing in this TCS shall create or imply an agency relationship between you and iDigital LTD, nor will this TCS be deemed to constitute a joint venture or partnership between you and the iDigital LTD and
(c) accordingly, you have no authority or power to enter into any agreement to create any obligation or responsibility on behalf of or in the name of iDigital LTD
7 THIRD PARTY ACCESS AND USE
7.1 The provisions of this clause shall prevail over any other clauses to the contrary which may be contained in this TCS.
7.2 If, on prior approval of iDigital LTD in writing, the Phone Number or Phone Numbers supplied by iDigitalLTD to you under this TCS is or are re-supplied by you to, and/or is or are used or accessed by, any third party or any of iDigital LTD Services thereof are used or accessed by such third party, then you expresslyacknowledge and agree that:
(a) you remain at all times primarily contractually responsible for complying with all obligations under this TCS; and
(b) you must ensure that all such third parties are expressly aware of the obligations, restrictions and limitations imposed with respect to the Phone Number or Phone Numbers supplied by iDigital LTD herein or any Services thereof as set out in all provisions of this TCS.
8 COMPLIANCE WITH LAWS
8.1 You will at all times comply with the provisions of all laws to your use of the Services and any Recording, including without limitation the Telecommunications Act 2001 and the Privacy Act1993, and all regulations or guidelines promulgated thereunder as well as provisions under the Crimes Act 1962. In particular, you aresolely responsible for giving the Calling Parties any necessary warning about the presence of any Recordings made of an Incoming Call and the use or uses that will be made of the same.
8.2 iDigital LTD shall have no obligation to advise you upon compliance with any such laws. You shall indemnify and keep indemnified iDigital LTD from and against any liability arising from any claim that your use of the Service and/or a Recording breaches any law.