Terms of Trade

The Terms set out below govern all of the supplies of Goods and Services from Ember Technology to you. They will replace any terms and conditions contained in any document used by you and purporting to have contractual effect. These Terms are a “living” document and as such may be subject to change from time to time. It is your responsibility to regularly familiarise themselves with these Terms as not all, if any, changes will be formally notified.

1. Interpretation

In these terms and conditions:

“Contract” means the contract between the Customer and Ember Technology for the provision of Goods and/or Services by Ember Technology of which these terms and conditions form part, whether created by electronic mail, order form, or by any other means.

“Customer” means the person or entity to which the Goods and/or Services are to be supplied.

“Ember Technology” means i.t.online Limited trading as ‘Ember Technology’, its assignors and/or successors.

“Event of Default” means any of the following events or occurrences:

the Customer failing to comply with the Contract or any other contract or agreement with Ember Technology;
the Customer is subject to any event which is in the nature of dissolution, winding up, bankruptcy, liquidation, administration, statutory management, insolvency or receivership, or which generally precedes such an event;
information becomes known to Ember Technology, which Ember Technology believes in its sole opinion, might materially affect the Customer’s creditworthiness, the value of the Goods or Services, or the Customer’s ability or willingness to comply with its obligations under the Contract any other contract or agreement with Ember Technology;
any guarantor of the Customer’s obligations under the Contract is in default under any agreement between the guarantor and Ember Technology.

“Force Majeure” means any the occurrence of any event beyond such party’s reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence.

“Goods” includes any software, hardware and/or equipment supplied by Ember Technology.

"Intellectual Property” means all or any of the following:

Any trade marks (whether unregistered or registered) owned by Ember Technology from time to time in respect of the Goods and/or Services, including any applications for registration of any such marks;
Any Trade Name used by the Supplier in relation to the Products;
Patents, if any, owned by Ember Technology and applications for the grant of any such patents;
Unpatented materials owned by Ember Technology and materials that are in the process of being registered by Ember Technology;
Know-how, being technical and other information or experience or trade secrets devised, developed or acquired by Ember Technology and applied in the supply and design of the Goods and/or Services;
Copyright held by Ember Technology in any written material, plans, designs or other work relating to the manufacture and sale of the Goods and/or Services;
Licenses held by Ember Technology;
Designs, which have been devised or acquired by Ember Technology and applied in the supply and sale of the Goods and/or Services, or are otherwise employed by Ember Technology in the conduct of its business.

“Price” means the price of Goods and/or any Services agreed Ember Technology and the Customer, subject to any variation in accordance with these Terms and, unless specifically agreed otherwise in writing, is expressed before the addition of Goods and Services Tax, freight, insurance, handling charges and any other applicable taxes and duties. Where payment of the Price is made by credit card, the Price is expressed before the addition of any applicable credit card payment fees.

“Property” means the property, premises, site or location where the Goods and/or Services are to be delivered and/or the Services provided by Ember Technology.

“Quote” means any quotation or estimate provided by or on behalf of Ember Technology.

“Services” means all services provided by Ember Technology to the Customer from time to time under a Contract.

“Terms” mean these Terms of Trade, which can be found from Ember Technology’s website at https://embertechnology.nz.

“Trade Name” means Ember Technology or i.t.online or any subsequent trading name to be used by Ember Technology in relation to the Goods and/or Services.

“Work” includes all Goods and Services supplied or required to be supplied by Ember Technology in the course of performance of the Contract.

2. Acceptance of Terms and Conditions

Any of the following will constitute acceptance by the Customer of these terms and conditions:
1. Contracting Ember Technology to carry out Work.
2. Ordering and/or accepting Goods or Services from Ember Technology.
3. Accepting a Quote provided by Ember Technology.

3. Fees/Price

All Services are provided at the Price applicable at the date the Services have been completed.
All Goods are provided at the Price applicable:
1. in respect of a Contract arising from an order placed by the Customer, the date Ember Technology accepted the order in writing; or
2. in respect of a Contract arising from a Quote, the date Ember Technology receives written notification of acceptance of the Quote or, if Ember Technology receives no written notification of acceptance of the Quote, the date Ember Technology receives a form of acceptance that Ember Technology (in its absolute discretion) treats as a valid acceptance.
Ember Technology reserves the right to pass on the Customer any change in the Price for the Goods and/or Services due to:
1. a variation in the Services or Work which will be charged as agreed in writing between the parties, and if there is no agreement, then at Ember Technology’s usual rate;
2. additional Services or Work being required due to circumstances which were not reasonably known to Ember Technology at the date of the Quote;
3. any change in pricing from any third party supplier between the date the Customer’s order is confirmed and the date Ember Technology confirms the order with a third party supplier; or
4. any increase in the cost of labour or materials which is beyond Ember Technology’s reasonable control.
At any time prior to accepting an order, Ember Technology reserves the right to revise its Prices without notice.
Unless otherwise stated, all Prices quoted are exclusive of Goods and Services Tax, freight, insurance, handling charges, credit card payment fees and any other taxes and duties. All backorders at the time of any Price change will reflect the new Price.
Ember Technology reserves the right to refuse to accept any order or any part of an order for any reason whatsoever. The receipt of an order by Ember Technology does not constitute acceptance by Ember Technology.
Where Goods or Services are supplied to the Customer in instalments, each instalment will comprise a separate contract and will be paid for as if it were a separate order.

4. Quotes and Estimates

All Quotes and estimates are provided strictly on the following basis:
1. Quotes and estimates are based on the current price for the Goods and any Services and subject to availability from Ember Technology’s usual source of supply as at the date of the Quote.
2. If additional Work is required that could not be foreseen by Ember Technology at the time of providing the Quote, then Ember Technology may at its option either cancel the Contract or charge for such additional Work at Ember Technology’s usual rate.
3. The Quote or estimate may be revised by Ember Technology subsequent to its acceptance in the event of any occurrence affecting delivery of the Goods/Service which is caused by increased shipping charges, increase in the price of Goods/Services supplied to Ember Technology, variation in customs duties, government action, and any other matter beyond the control of Ember Technology.
4. A Quote is only valid for thirty (30) days from the date of the Quote unless otherwise agreed by Ember Technology in its sole discretion.

5. Variations

No variations to the Work originally contracted for will be carried out without the agreement of both the Customer and Ember Technology. Where the Customer and Ember Technology have agreed to a variation, Ember Technology will be entitled to charge for the work involved in such variation at the Ember Technology’s usual rate.

6. Delivery/Performance

Ember Technology will use reasonable endeavours to ensure delivery of Goods or performance of Services is on time, but Ember Technology accepts no responsibility for delay in delivery howsoever caused.
Delivery of the Goods will be made at the Customer’s premises unless the Customer has instructed otherwise in the relevant order. Delivery is deemed to occur:
1. if applicable, when the Goods are ready and available for unloading at the delivery point noted in the Contract or the site designated by the Customer;
2. in any other case, when possession of the Goods is taken by the Customer.
If the Customer fails to take delivery, the Customer will pay Ember Technology an amount equal to any extra cost Ember Technology incurs for transport, handling and/or storage.
Where Goods may be damaged or missing, the Customer must notify the carrier and Ember Technology immediately. All claims for shortage or damage during delivery must be made to the carrier within seven (7) days of the date of delivery.

7. Payment

The Customer will pay Ember Technology in full for any Goods or Services supplied without deduction or off-set.
Unless Ember Technology has agreed to extend credit to the Customer, the Customer must pay for the Work before supply, and the Customer will not be considered to have paid until the payment has been fully cleared through the banking system into Ember Technology’s bank account.
Where Ember Technology has agreed in writing to extend credit to the Customer, the Customer must pay in full on the 20th of the month following the date of invoice.
Ember Technology may issue one or more invoice(s) to the Customer for Work completed and supplied for the previous month if a fixed fee payable in advance is not required.
If full payment is not made by the Customer to Ember Technology in accordance with clause 7.1 above then the Customer will be in default under this Contract and otherwise available at law; and
1. the Customer will pay interest on the default monies at the rate of 2% above the commercial overdraft rate charged by Ember Technology’s bank, at the time of default, payable on a monthly basis ; and
2. the Customer will be liable for all expenses (including solicitor – own client legal costs) incurred by Ember Technology as a result of the default; and
3. Ember Technology may withhold the further supply of Goods and/or Services.
If at any time Ember Technology considers that a Customer’s credit is unsatisfactory, Ember Technology may require security for payment and suspend its performance of the Contract until sufficient security is provided by the Customer. All costs or expenses incurred by Ember Technology as a result of such suspension and recommencement will be payable by the Customer on demand.
Whenever the Customer is in default of payment or any account due to Ember Technology, the Customer will pay all the costs of Ember Technology (as between Solicitor and Client, Debt Collectors fee) of and incidental to any legal proceedings. For which Ember Technology may take for the purpose of obtaining any monies to it or enforcing Ember Technology’s rights, powers and remedies under these Terms.

8. Risk

All risk in and for the Goods passes to the Customer on upon their departure from Ember Technology’s premises. The Customer is required to hold insurance for the Goods from such time.
If any of the Goods are damaged or destroyed prior to delivery to the Customer, Ember Technology is entitled, without prejudice to any of its other rights or remedies under the Contract (including the right to receive payment of the Price), to receive all insurance proceeds payable for the Goods. This applies whether or not the Price has become payable under the Contract.
The production of the Contract (including these Terms) by Ember Technology is sufficient evidence of Ember Technology’s right to receive the insurance proceeds without the need for any person dealing with Ember Technology to make further enquiries. The Customer does not have the right to possess Goods until they are delivered to the Customer, or collected by the Customer or its agent.

9. Property

Property in and ownership of Goods remains in Ember Technology until:
1. all money the Customer owes to Ember Technology (whether under this Contract or otherwise) has been paid in full; or
2. the Customer resells the Goods pursuant to the authority granted by these Terms.
Until property in Goods passes to the Customer, the Customer holds the Goods as Ember Technology’s bailee and, as agent for the Customer, Ember Technology (and its employees and agents) may, without prior notice, enter upon any land or premises where Ember Technology believes the Goods are kept in order to inspect the Goods. The Customer must store the Goods so they can be identified separately from the Customer’s own goods, and to enable them to be identified and cross-referenced to particular invoices.
Pursuant to clause 17.1 below, the Customer hereby grants a Security interest to Ember Technology in respect of:
1. the Goods; and
2. any other Goods or personal property owned by the Customer that have been installed or worked on by Ember Technology or which are required for the completion of the Services,

(“the Secured Goods”).

If an Event of Default occurs, Ember Technology will be entitled without notice to repossess the Secured Goods as provided by section 109 of the Personal Property and Securities Act 1999. Ember Technology is not liable for any damage or any such loss that results from such repossession, prevention of use of services or entry onto the premises. The Customer hereby grants Ember Technology an irrevocable license to enter the Customer’s premises at any time for the purpose of this clause. In addition, if an Event of Default occurs the Customer will at Ember Technology’s request:
1. re-deliver the Goods to Ember Technology or do anything reasonably necessary to allow Ember Technology to retake possession of them; and
2. instruct any third parties who owe money in respect of the Goods to pay that money directly to Ember Technology; and
3. make any records available which may assist Ember Technology to trace the proceeds of sale of the Goods.
Ember Technology authorises the Customer, in the ordinary course of the Customer’s business, to use the Goods or resell them for full consideration provided that the Customer keeps the proceeds of any Goods sold in separate account in trust for Ember Technologies. This authority is revoked immediately if:
1. an Event of Default occurs; or
2. Ember Technology notifies the Customer in writing that this authority is revoked.
The Customer does not have the right to possess Goods until they are delivered to the Customer, or collected by its agent.

10. Returns

Except as provided in this clause 10, the Customer is not entitled to return Goods to Ember Technology for any reason.
Ember Technology may at its absolute discretion accept the return for credit for Goods, other than books, printers, or licensed software, which are not defective. The following terms will apply to such return for credit:
1. The Goods must be returned within fourteen (14) days of the invoice date.
2. Freight and insurance are on account of the customer and must be prepaid in original packing in as new and saleable condition, with a copy of the original purchase invoice and a note of the return authorisation number.
3. If Ember Technology agrees to accept the return of goods, it will be entitled to withdraw any credit facilities at any time without notice.
Any defective Goods which are in breach of the manufacturer’s warranty (as provided by clause 12) should be returned to Ember Technology immediately, where the Goods will be repaired or replaced at Ember Technology’s discretion.

11. Offboarding Costs

In this clause, “Offboarding Costs” means costs reasonably incurred by Ember Technology in winding up its provision of Goods or Services to the Customer, and may include:
1. the cost of withdrawing any Work, including facilities provided by third parties;
2. costs involved in the retrieval or recovery of any software, hardware or equipment located at the Customer’s premises; and
3. any other costs incidental to or associated with the termination of the Contract.
On termination of the Contract, the Customer is liable to pay Offboarding Costs to Ember Technology on receipt of an invoice from Ember Technology.

12. Warranty

For Goods or Services not manufactured by Ember Technology, the warranty will be the current warranty provided by the manufacturer of the Goods or Services. Ember Technology is not liable or responsible for any term, condition, representation or warranty other than that which is given by the manufacturer of the Goods or Services.
Where possible, Ember Technology will pass on the benefits of those warranties to the Customer. For defective Goods or Services which the Customer is entitled to reject, Ember Technology will either (at Ember Technology’s discretion) repair or replace the Goods or Services, or refund the Price provided that:
1. the Customer must notify Ember Technology within seven (7) days of delivery that the Goods or Services are defective;
2. Ember Technology is given a reasonable opportunity to investigate the Customer’s claim;
3. the warranty will not cover any defect or damage which may be caused or partly caused by or arise through:
  1. failure on the part of the Customer to properly maintain any Goods, system or Services, or any facilities/equipment which is incidental to the Goods or Services; or
  2. failure on the part of the Customer to follow any instructions or guidelines provided by Ember Technology; or
  3. any use of any Goods or Services otherwise than for any application specified on a Quote or order form; or
  4. tampering with or modification of the Goods or Service without Ember Technology’s approval or which have not used or stored in a proper manner; or
  5. the continued use of any Goods or Services after any defect becomes apparent or would have become apparent to a reasonably prudent operation or user; or
  6. fair wear and tear, any accident or Force Majeure.
4. Ember Technology will not be liable to pay the Customer any amount more than the amount (if any) Ember Technology actually receives from the supplier or manufacturer (as the case may be) for the defective Goods or Services;
5. where Goods are subject to return to base warranty, the Customer is responsible for returning the Goods to Ember Technology or the manufacturer (as provided by the warranty) and may be responsible for additional costs including but not limited to freight and handling costs.
6. Ember Technology is not liable for consequential or special damages under any circumstances.Ember Technology reserves the right to withhold or refuse warranty service whilst the Customer’s account is in arrears. Ember Technology’s liability is limited to either (at Ember Technology’s discretion) repairing or replacing the Goods, or refunding the Price.

13. Exclusion of liability

The Customer agrees that Ember Technology will not be liable for any loss of profit, consequential loss or loss of business opportunity suffered by the Customer in relation to the Goods or Services supplied.
To the maximum extent permitted by law Ember Technology is not liable for any loss or damage suffered by the Customer arising from or incidental to:
1. failure to deliver the Goods or provide the Services by a specified date (including any dates set out in any order);
2. failure of the Goods howsoever arising;
3. supplier failure, shipping delays, riot, civil commotion, lock-out, trade or union dispute, labour disturbance, acts of malicious persons, stoppage or restraint of labour from whatever cause;
4. mechanical accident, breakdown or failure of any nature of the Customer’s computer system (including hardware and software);
5. any existing or latent defect in, or any damage to any hardware or software that is caused by or results from or contributed to by any other party other than Ember Technology;
6. any third party which provides any services (including software services and web hosting services) to the Customer, notwithstanding that Ember Technology may have referred or procured the engagement of such third party to the Customer;
7. any other cause whatsoever outside the reasonable control of Ember Technology;
8. any loss or damage resulting directly, or indirectly, from any of the above.
Ember Technology will not be liable for any loss, cost or expense incurred by the Customer arising in connection with the Goods or Services not being suitable for the purpose intended by the Customer, regardless of whether or not the Customer made Ember Technology aware of that purpose. In selecting the Goods and Services, the Customer relies entirely on its own skill and judgment.

14. Limitation of Liability

Should Ember Technology (notwithstanding the provisions of these Terms) be found liable for any loss or damage sustained or suffered by the Customer, whether such loss or damage arises from the breach of Ember Technology of any contractual or statutory provisions, is due or arises from any negligence or act of omission on the part of Ember Technology, its servants or agents in any respect, the liability of Ember Technology at contract, common law, or otherwise, is limited to the sum not exceeding the lesser of: the aggregate amount paid by the Customer to Ember Technology for providing the Goods and Services which gave rise to the event that caused the loss or damage; or the costs and expenses incurred in the rectification, reconciliation, reinstatement of the loss or damage

15. Indemnity

The Customer will indemnify Ember Technology against all claims in respect of any loss or damage including consequential loss sustained by a third party howsoever caused after the receipt of Goods or Services by the Customer.

16. Intellectual Property

All Intellectual Property remains the property of Ember Technology and any supplier entitled thereto and neither Ember Technology nor its suppliers transfer any right, title or interest in the Intellectual Property to the Customer. The Customer is granted a limited, non-exclusive, non-transferable, non-sublicensable, royalty free licence to use Ember Technology’s Intellectual Property the extent required for the Work.
The Customer will not:
1. use any Intellectual Property except to the extent expressly authorised by Ember Technology in writing;
2. use any trade marks which are the property of Ember Technology or its suppliers, or any similar words or marks, or any combination of words which includes any of those trademarks or any similar words or marks, except to the extent expressly authorised by Ember Technology in writing;
3. modify, dissemble or decompile any software intellectual property, or reverse engineer any part of any software intellectual property or permit others to do so.
The Customer will not cause or permit anything which may interfere with, damage or endanger the Intellectual Property or assist or allow others to do so.
The Customer undertakes to advise Ember Technology immediately when it becomes aware of any unauthorised use or attempted use by any person of the Intellectual Property.
In the case of the Customer’s account with Ember Technology being terminated, the Customer will immediately discontinue use of any Intellectual Property in any sign or advertising and thereafter will not use that Intellectual Property directly or indirectly in connection with its business.

17. Personal Property Securities Act 1999 (“PPSA”)

The Customer acknowledges Ember Technology’s security interest in the Secured Goods (“Collateral”) supplied to the Customer but not paid in full for under these Terms.
Ember Technology reserves the right at its discretion to register a financing statement in respect of each category of Goods supplied to the Customer which comprises Collateral. On the request by Ember Technology the Customer will promptly execute any documents and do anything else required by Ember Technology to ensure that Ember Technology’s security interest in the Collateral created by these Terms constitutes a perfected security interest over the Goods comprising Collateral.
The Customer will not agree to allow any person to file a financing statement over the Collateral without the prior consent of Ember Technology and will notify Ember Technology immediately if it becomes aware of any person taking steps to file a financing statement against any of the Collateral.
The Customer and guarantor (if any):
1. agree(s) that nothing in sections 114(1)(a), 117(1), 133, and 134 of the PPSA will apply to these Terms; and
2. waive(s) the Customer’s right to do any of the following:
  1. object to Ember Technology’s proposal to retain any personal property under section 121 of the PPSA;
  2. not have Goods damaged when Ember Technology removes an accession under section 125 of the PPSA;
  3. receive notice of the removal of an accession under section 129 of the PPSA;
  4. apply to the Court for an order concerning the removal of an accession under section 131 of the PPSA;
  5. to receive a copy of the verification statement confirming registration of a financing statement or a financing change statement relating to the security interest created by these Terms.

18. Termination

Should an Event of Default occur, the Contract (including any unperformed obligations of Ember Technology) may be terminated immediately by Ember Technology in its sole discretion by Ember Technology providing written notice to the Customer.
The Customer may not cancel this Contract except upon full payment to Ember Technology of the value of Goods and Services provided to the Customer at the date of termination, together with any Offboarding Costs as provided by clause 11, non-recoverable costs (including special, incidental and consequential damages and loss of profit attributable to the cancellation) and all expenses in respect of the Goods or Services for which Ember Technology are committed to incur and pay.

19. Force Majeure

Neither party will be liable for, or will be considered to be in breach of or default under this Contract on account of, any delay or failure to perform as required by this Contract as a result of any Force Majeure. If any Force Majeure event occurs, the affected party will give prompt written notice to the other party and will use commercially reasonable efforts to minimise the impact of the event.

20. Dispute

If either party considers that there is a dispute in respect of matters arising out of these Terms, then that party will immediately give notice to the other party setting out details of the dispute. The parties will endeavour in good faith to resolve the dispute between themselves within thirty (30) days of notice of the dispute. Failing resolution, the parties will commence mediation to resolve the dispute if required by either party. Ember Technology is a corporate member of IT Professionals NZ (ITP NZ) which provides a mandatory code outlining ethical and professional requirements for IT professionals in New Zealand. If the Customer believes that Ember Technology has not acted ethically in any aspect of the Work, then the Customer should contact ITP NZ to make a complaint to ITP NZ and receive their advice in regard to disciplinary procedures available.

21. Non-Solicitation

Except as otherwise agreed to in writing, both parties agree to refrain from hiring, contracting or employing any employee of the other or its subsidiaries or parent of Ember Technology who supplies Goods or performs Services in connection with the Contract until one (1) year from the conclusion of the Contract.

22. Consumer Guarantees Act

Where Ember Technology is supplying Goods and Services to the Customer for business purposes within the meaning of the Consumer Guarantees Act 1993 pursuant to section 43, the provisions of that Act will not apply to the Contract.
Where the Customer supplies the Goods on to a person acquiring them for business purposes it will be a term of the Customer’s contract with the buyer of the Goods that the Consumer Guarantees Act 1993 will not apply in respect of the Goods.

23. Information and Privacy Act

1. The Customer warrants that the information supplied to Ember Technology is true and correct and the Customer acknowledges that Ember Technology will rely upon the correctness of the representations and information the Customer has provided. The Customer further undertakes to inform Ember Technology of any changes in the information.
2. For the purpose of facilitating the efficient running of Ember Technology’s business, the Customer authorises Ember Technology:
  1. to collect all information it may require from any third parties and authorises those third parties to release that information to Ember Technology; and
  2. to hold all information given by the Customer or any third parties to Ember Technology; and
  3. to use that information, including giving information to any other person to facilitate collection of debts from the Customer.
3. The information will be collected, held and used on the condition that:
  1. it will be held securely at Ember Technology’s registered office; and
  2. it will be accessible to any of Ember Technology’s employees and agents who need access to it for the efficient running of Ember Technology‘s business; and the Customer may request access to and correction of it at any time.

24. Non Waiver

All Ember Technology’s rights will remain in full force despite any delay in enforcement. Ember Technology will not be deemed to have waived any condition unless that waiver is in writing and signed by a duly authorised officer of Ember Technology. Any waiver will apply only to the particular matter in respect of which it is given.

25. Assignment

Ember Technology is entitled at any time to assign its rights under the Contract. The assignee will be entitled to claim full rights of set off or counter claim against the Customer, its charge holders or successors in respect of the debt or part of the debt which is assigned. Ember Technology will provide notice to the Customer of any assignment of its rights under the Contract where reasonably possible.
The Customer is not entitled to assign its rights under the Contract.
Confidentiality
1. For the purposes of these Terms, “Confidential Information” means information (whether in oral, written, electronic or any other form) which is marked or notified as being proprietary or confidential of which, in the normal course of business, would be considered to be proprietary or confidential and includes Customer and third party data provided by the Customer to facilitate Ember Technology providing Goods and Services pursuant to the Contract.
2. Confidentiality Obligation: Each party (“Recipient”) which receives Confidential Information of the other party (“Disclosing Party”) under this Contract acknowledges that all Confidential Information provided to it or to which it is exposed is confidential to the Disclosing Party.
3. Loss Suffered: The Recipient acknowledges and agrees that the Confidential Information is, by virtue of its special nature, valuable property of the Disclosing Party and that the Disclosing Party may suffer damage or loss by any disclosure by the Recipient of the Confidential Information.
4. Non-Disclosure: The Recipient must:
  1. treat all Confidential Information as confidential and not make public or disclose to any other person that Confidential Information unless it has first obtained the written consent of Disclosing Party to do so;
  2. prevent third parties from gaining access to the Confidential Information without the prior written consent of the Disclosing Party;
  3. deliver and surrender to Disclosing Party upon request all records of Confidential Information held by it; and
  4. comply with all relevant data protection and privacy laws of New Zealand relating to Confidential Information.
5. Disclosure Required: The Recipient may disclose Confidential Information if required to do so by a Government Agency or any law or court order, or the rules of any applicable securities exchange after first giving notice to Disclosing Party and after taking all practicable steps to cooperate with Disclosing Party to prevent the disclosure to the maximum extent permitted by law.

26. Entire Contract

Ember Technology and Customer agree that these Terms express the complete agreement between them. There has been no representation made by either party to the other except as expressly set out in this document. There is no inconsistency with the terms of any order that may be lodged by the Customer. If there is any inconsistency, then any such order will be of no effect. The Contract will not be subject to change or modification except with the prior written consent of both parties.

27. Governing Law

The Contract and these Terms of Trade will be governed by New Zealand law. The Customer and Ember Technology submit to the exclusive jurisdiction of the New Zealand Courts.

28. Severability

If any provision of these Terms is held to be invalid or unenforceable for any reason, the remaining provisions will remain in full force and effect and the parties will adjust their respective rights and obligations in accordance with the spirit and intent of the parties as shown by these Terms.

Terms of Trade​

Terms of Trade