Terms And Conditions Of Use
Clevercare Limited – Terms and Conditions of Use
1.1 By accessing or using Clevercare Limited’s (“Clevercare Limited”) website www.clevercare.co.nz (“Site”) or purchasing goods, a licence or services from Clevercare, you agree to be bound by these terms and conditions (“Terms”) and all terms, policies, guidelines and disclosures incorporated by reference into these Terms.
1.2 The system (“System”) comprises an application that is installed onto a mobile or wearable electronic device, which is worn or carried by the patient or end user (“Person”). The mobile or wearable electronic device, related accessories and other goods may be purchased from Clevercare (“Goods”). Data is collected from or sent to the device by Clevercare and stored in a personalised electronic location available via the Site (“Service”). The Service can be accessed by carers, relatives and others authorised by the Person (“Carers”).
1.3 In order to use the System and Services, as further described in these Terms, you must purchase a subscription. The subscription permits you to use the System and Services for a restricted period of time. Your subscription will continue to automatically renew for periods of the same duration as your initial subscription unless you notify us, or Clevercare notifies you, of non-renewal prior to the automatic renewal taking place or you are in breach of these Terms, in Clevercare’s sole discretion. Clevercare’s standard subscription charges are payable by you on each automatic renewal.
1.4 If you are purchasing Goods, a licence to use the System or Service on behalf of an organisation (including company, society, trust or other entity) you confirm that you have authority to bind that organization and that the organisation will be bound by these Terms, and the term “You” used in these Terms shall refer to you and your organisation. If you do not agree to all of these Terms, do not use the Site, the Services, the System.
1.5 These Terms apply to your access to, and use of, the Site, System and Service, no matter which capacity you are accessing these in, including without limitation casual browsers of the Site, Person, Carers, or a those in the business of providing services to patients, carers or other related services. Your use of the System is governed by:
(a) Any specific written agreement between Clevercare and you;
(b) These Terms;
(d) Any specific software licence agreement related to the System; and
1.6 If there is any conflict or inconsistency between these Terms and the terms of any specific written agreement between the parties, the specific written agreement shall prevail.
1.7 Your terms of trade or conditions will not apply, unless otherwise specifically agreed to in writing by a duly authorised signatory of Clevercare and no other employee, agent or representative of Clevercare shall have any authority to amend, modify or add to these Terms.
1.8 Clevercare reserves the right to change or modify these Terms or any policy or guideline of the Site, or the System or Services, at any time and in its sole discretion. Any changes or modification will be effective immediately upon posting of the revisions on the Site. Your continued use of this Site, the Services or System following the posting of Clevercare’s changes or modifications will constitute your acceptance of such changes or modifications. Therefore, you should frequently review these Terms and applicable policies from time-to-time to understand the terms and conditions that apply to your use of the Site, Services and System. If you do not agree to the amended terms, you must stop using the Site, System and the Services.
1.9 Please immediately report any breach or suspected breach of these Terms to firstname.lastname@example.org
3. Age Restrictions
3.1 If you are not eighteen (18) years old or older, you may not use this Site, the System or the Services. If you are a parent or guardian entering this agreement for the benefit of a child aged (17) or younger, then you agree to and accept full responsibility for that child’s use of the Site, System and Services, including all financial charges and legal liability that the minor may incur.
4.1 The Services and System are designed to permit:
(a) The Person to send and receive communications to and from Carers, Clevercare, Clevercare’s subcontractors and emergency services;
(b) Carers, Clevercare, Clevercare’s subcontractors and emergency services to visualize the Person’s location (via the gps capability of the Person’s mobile or wearable device) on a map; and
(c) Carers, Clevercare, Clevercare’s subcontractors and emergency services to send and receive communications to and from a Person or locate a patient (via the gps capability of the Person’s mobile or wearable device).
4.2 Nonetheless, use of the Services and System may involve special risks associated with other persons knowing your location. The Person should only share such information with those that they trust. You should not endanger yourself or others by using a portable mobile device while driving, operating dangerous mechanical devices, or in other situations in which you should be observing your surroundings.
5. Consent to Receive Emails
5.1 By using the Site, System or Services, you consent to receive electronic communications from Clevercare, the Carer or Person.
5.2 Electronic communications from Clevercare may be commercial in nature.
5.3 Communication with the Person is essential to the use of the System and Service, and as such, a Person or Carer may not “opt out” of receiving Service or System related electronic communication from Clevercare, a Carer or a Person.
5.4 Other commercial electronic communication from Clevercare may be opted out of by notifying Clevercare or following the unsubscribe function set out within any commercial electronic communication.
6. Copyright and Limited License
6.1 Unless otherwise indicated, the Site and all content and other materials on the Site or forwarded by Clevercare through the Services or System, including, without limitation, the Clevercare company logo, and all designs, text, graphics, pictures, reviews, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, the “Clevercare Materials”) are the property of Clevercare or its licensors.
6.2 A casual user of the Site is granted a non-exclusive, non-sublicenceable license to access and view the Site.
6.3 If you are a Person, upon receipt by Clevercare of any applicable fees, Clevercare grants to you a personal, non-exclusive, non-transferrable, licence to access and use the System and Services within New Zealand for the duration of the subscription for the use of the Systems and Services that has been purchased, subject to earlier termination in accordance with these Terms.
6.4 If you are a Carer, upon receipt by Clevercare of any applicable fees, Clevercare grants to you a personal, non-exclusive, non-transferrable, licence to access and use the Services within New Zealand for the duration of the subscription for the use of the Systems and Services that has been purchased, subject to earlier termination in accordance with these Terms.
6.5 Provided that you are not in breach of these Terms, that you or Clevercare have not terminated your subscription to use the Systems or Services, and that you have paid all applicable Licence Payments (as defined in caluse 22.1) the Licenses set out in clauses 6.2 and 6.3 shall automatically renew when your subscription to use the Systems and Services renews, subject to these Terms.
6.6 The licenses set out in clauses 6.2 to 6.4 (inclusive) is subject to these Terms and does not include or authorise:
(a) any resale or commercialisation of the Site, Services or System, the Clevercare Materials or any other Clevercare content;
(b) any sublicencing of the System or Services;
(c) the distribution, public performance or public display of any Clevercare Materials;
(d) you modifying or otherwise making any derivative uses of the Site, System, Services or the Clevercare Materials, or any portion of them;
(e) the use by you of any data mining, robots or similar data gathering or extraction methods;
(f) the downloading or copying (other than the page caching for viewing purposes) of any portion of the Site, the Clevercare Materials or any information contained therein, except as expressly permitted by Clevercare in advance; or
(g) any use of the Site, Services, System or the Clevercare Materials other than for its intended purpose.
6.7 Any use of the Site, Services, System or the Clevercare Materials other than as specifically authorised in these Terms, without the prior written permission of Clevercare, is strictly prohibited and will automatically terminate the license granted in these Terms. Such unauthorised use may also violate your applicable local laws including without limitation copyright and trademark laws and applicable communications regulations and statutes.
6.8 Unless explicitly stated, nothing in these Terms shall be construed as conferring any license in relation to any intellectual property rights. The licenses set out in these Terms are revocable at any time by Clevercare on written notice.
6.9 For the avoidance of doubt, and notwithstanding any other clause of these Terms, any component of the Software, System or Service that is open source or third party software is not licensed pursuant to these Terms but is licenced pursuant to the terms and conditions separately supplied, or which may be set out or referred to in an information or text file distributed with the Software, System or Service. To the extent permitted by law, Clevercare provides no warranty, whether express or implied, in relation to such open source or third party software.
7. Infringement Policy
7.1 Clevercare has a policy of terminating, in Clevercare’s sole discretion, users who infringe these Terms. Clevercare may also at its sole discretion limit or terminate access to the Site, System or Services of any user who infringes any intellectual property rights of others, whether or not there is any infringement of these Terms.
8. Trademarks and Get-Up of Site
8.1 Clevercare, the Clevercare logo and any other product or service name or slogan contained on the Site or included in the Services or System are trademarks of Clevercare or its suppliers or licensors, whether registered or unregistered, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Clevercare or the applicable trademark holder.
8.2 You may not use any metatags or any other “hidden text” utilising “Clevercare” or any other name, trademark or product or service name of Clevercare without our prior written permission. In addition, the look and feel of the Site and graphical user interface of the Clevercare Services, including, but not limited to, all page headers, custom graphics, button icons and scripts, are the service mark, trademark and/or trade dress of Clevercare and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Site or through the Services are the property of their respective owners.
9. Disclaimers and Acknowledgements Regarding Use of Site Information
9.1 The guarantees contained in the Consumer Guarantees Act 1993 are excluded where you acquire any Goods, or services from Clevercare for the purposes of a business, in terms of section 2 and 43 of that Act
9.2 The Consumer Guarantees Act 1993, the Sale of Goods Act 1908, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon Clevercare which cannot by law (or which can only to a limited extent by law) be excluded or modified. In respect of any such implied warranties, conditions or terms imposed on Clevercare, Clevercare’s liability shall, where it is allowed, be excluded or if not able to be excluded only apply to the minimum extent required by the relevant statute.
9.3 Except as expressly set out in clause 9.2, the Site, the Clevercare Materials, the Services and System are provided on an “as is” and “as available” basis without warranties of any kind, either express or implied.
9.4 To the extent permitted by clause 9.2, Clevercare disclaims all warranties, express or implied, including, without limitation, warranties of merchantability, fitness for a particular purpose, title and non-infringement as to the information, content or materials on the Site or provided through the Services or System.
9.5 Clevercare does not represent or warrant that Clevercare materials, including the information available in or on the Site, the Services or System are accurate, complete, reliable, current or error-free.
9.6 Clevercare does not represent or warrant that the Site or the servers are free of Viruses or other harmful components.
9.7 You should independently verify the accuracy of any information you obtain on the Site or through the Services or System before using it. You agree to be solely responsible for your use of the content found on this Site, the Materials, Services and System.
9.8 Clevercare is not responsible for errors or omissions in any information or materials contained on the Site or through the Clevercare Services or System. While Clevercare attempts to make your access and use of the Site and the Services and System safe, Clevercare cannot and does not represent or warrant that the Site or the Clevercare Services, or any content or materials are free of viruses or other harmful components. You should use virus detection software to protect against viruses, spyware, malware and other harmful or otherwise undesirable components.
9.9 Clevercare reserves the right to change any and all content contained in the Site and any Services or Systems offered at any time without notice. Clevercare may undertake any maintenance, upgrades or updates to the Site, System or Service at any time, without notice, and the operation of such may cause the Site, System or Service to be temporarily unavailable. Clevercare will endeavour to notify you in advance of any such unavailability.
9.10 Clevercare will use reasonable endeavours to pass any warranties to you that are provided by the manufacturer of any Goods that you purchase. For the avoidance of doubt, Clevercare does not warrant the performance or operation of the Goods. Any defect in such performance should be directed to the manufacturer.
10. General Limitation of Liability
10.1 In no event shall Clevercare or any of its employees, agents, independent contractors, service providers or consultants, be liable for any direct, special, indirect or consequential damages, or any other damages of any kind, including but not limited to:
(a) loss of use,
(b) loss of profits
(c) loss of data,
whether in an action in contract, tort, equity or otherwise which arises out of or in relation or connection to any use of the Site, the Clevercare Services, the content or the Clevercare Materials contained in or accessed through the Site or the Clevercare Services, including without limitation any damages, loss or injury caused by or resulting from:
(d) reliance by a user on any information obtained from Clevercare or the Site,
(e) that results from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation of files or email, errors, defects, viruses, delays in operation or transmission,
(f) any failure of performance, whether or not resulting from acts of God, communications failure, theft, destruction or unauthorised access to Clevercare’s records, programs or the Clevercare Services.
11. Specific Limitation of Liability Regarding Medical Aspect of Clevercare Services
11.1 The Services, System and Site are intended to supplement, not be a substitute for, the expertise and judgement of healthcare professionals.
11.2 The Clevercare system is not intended to cover all possible uses, directions, precautions, drug interactions or adverse effects, nor should it be construed to indicate that use of a particular drug is safe, appropriate or effective for you or anyone else.
11.3 A healthcare professional should be consulted before taking any drug, changing any diet or commencing, discontinuing any course of treatment or the suitability of using the Services or System.
11.4 Clevercare is designed to offer you general assistance with your health and medical requirements. Any health information furnished by Clevercare and the interactive responses of users are not intended to be professional advice and are not intended to replace personal consultation with a qualified physician, pharmacist or other healthcare professional. You must always seek the advice of a professional for questions related to your illness, disease, disease symptoms, and appropriate therapeutic treatments. If you have or suspect that you have a medical problem or condition, please contact a qualified healthcare provider immediately. In the event of emergency please contact your local emergency services, in addition to any medical emergency alert functionality contained within the Services or System. In New Zealand, emergency services can be contacted by telephoning 111. You agree to indemnify Clevercare for any costs, expenses or other fees incurred by Clevercare in relation to any emergency services response, whether triggered by the Device (whether accidentally or deliberately), or by Clevercare on your behalf.
11.5 Clevercare does not make any warranty that the content in the System, Services or the Site satisfies government regulations requiring disclosure of information on prescription drug products.
11.6 Clevercare does not give medical advice, nor does Clevercare provide medical or diagnostic services.
11.7 Your reliance upon information and content obtained by you through the Service, System and through the Site is solely at your own risk. Clevercare does not assume any liability or responsibility for damage or injury (including death) to you, other persons or property arising from any use of any information, idea or instruction contained in the content of the Site or Services or System.
11.8 Clevercare makes no warranty or representation, express or implied, as to the accuracy of the data from which the information is compiled or the accuracy of the information itself, nor the compatibility of the information with any hardware, software or any other systems.
12. User Content
12.1 Users such as carers may provide content to other persons such as patients using the Site and Clevercare System. Clevercare does not monitor or have any control over any of this content. Clevercare does not make any guarantee as to the accuracy or completeness of this content. Clevercare does not represent or warrant the accuracy of any information contained therein and undertakes no responsibility to update or review any content supplied by users for other users.
13. Third Party Services
13.1 The Site or the Clevercare Services or System may also contain, or provide information regarding or linking to certain applications, content and services provided or offered by third parties (collectively the “Third Party Services”). Clevercare is merely an information provider and is not a referral service, and it does not recommend or endorse any such Third-Party Services or monitor or have any control over such Third Party Services.
13.2 Clevercare makes no guarantee, representation or warranty of any kinds as to the quality, competency, value, reliability, responsiveness, accuracy or completeness of any such Third Party Services or the results obtained therefrom, and Clevercare assumes no responsibility or liability for any Third Party Services or for the actions or failure to act of those providing such Third Party Services.
13.3 You assume full responsibility for your use of any such Third-Party Services, and Clevercare is not responsible or liable for any Third-Party Services.
14. Advertisements and Promotions
14.1 Clevercare may run advertisements and promotions from third parties on the Site or through the Clevercare Services. Your business dealings or correspondence with, or participation in promotions of, advertisers other than Clevercare, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. Clevercare is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such non-Clevercare advertisements on the Site or made available through the Clevercare Services.
15. Mobile Services
15.1 Some of the Clevercare Services require the use of mobile, wearable, wireless and telecommunication services and devices.
15.2 Typical telecommunication charges using New Zealand’s mobile communication network are included within the Licence Payments set out in clause 22.1 below, but are at all times subject to fair and reasonable use, as determined by Clevercare, in its sole discretion.
15.3 By using the Services and System, you agree that Clevercare may communicate with you regarding the Clevercare Services by any electronic communication method to your mobile or wearable device and/or email address, including without limitation providing promotional offers and information from third parties.
16.1 You acknowledge and agree that any materials, including but not limited to questions, comments, reviews, suggestions, ideas, feedback, plans, notes, original or creative materials or other information, provided by you in the form of email or other submissions to Clevercare, or any postings on the Site or made available through the Clevercare Service, are non-confidential and shall become the sole property of Clevercare.
16.2 Clevercare shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these materials for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
17. User Posted Content & Other Interactive Services or Areas
17.1 The Site includes areas in which users may post content and information (the “User Content”) and may include other interactive areas or services in which you or third parties may create, post, modify or store information, content, materials or other items (“Interactive Areas”). You are solely responsible for your use of such Interactive Areas and use them at your own risk. By using any Interactive Areas, you agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Site or the Services, or provide any link to, any of the following:
(a) User Content that is false, deceptive, deceitful, misleading, unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, harmful to minors, fraudulent or otherwise objectionable;
(b) User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, violate any applicable rules of professional conduct, or that would otherwise create liability or violate any law;
(c) User Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. By posting any User Content, you represent and warrant that you have the lawful right to distribute and reproduce such User Content as provided under these Terms;
(d) User Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
(e) Unsolicited promotions, political campaigning, advertising or solicitations, including without limitation any advertisements for commercial services or products;
(f) Private, personal or confidential information of any third party, including, without limitation, addresses, phone numbers, email addresses and credit card numbers;
(g) Viruses, spyware, malware, corrupted data or other harmful, disruptive or malicious code;
(h) Any answers, responses, comments, opinions, analysis or recommendations that you are not properly licensed or otherwise qualified to provide;
(i) User Content that, in the sole judgment of Clevercare, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas, the Site or the Clevercare Services, or which may expose Clevercare or its users to any harm or liability of any type; and
(j) User Content that harasses, degrades, intimidates or is hateful toward an individual or group of individuals for any reason and especially on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability.
17.2 Additionally, you agree not to:
(a) Use the Clevercare Services or System to impersonate a third party or load the Clevercare software on a third party’s mobile device without their permission;
(b) use the Clevercare Services to “stalk”, harm or otherwise harass anyone;
(c) use the Clevercare Services or collect personal data about others for lawful or unlawful purposes;
(d) use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from the Site or the Clevercare Services – unless expressly permitted by Clevercare;
(e) post non-local or otherwise irrelevant Content, repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on our infrastructure;
(f) attempt to gain unauthorized access to Clevercare’s computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Clevercare Services or the Site;
(g) use any form of automated device or computer program that enables the submission of postings without each posting being manually entered by the author (an “automated posting device”), including without limitation, the use of any such automated posting device to submit postings in bulk, or for automatic submission of postings at regular intervals; or
(h) Threaten anyone or exploit anyone in a sexual, violent or other objectionable manner.
17.3 Clevercare disclaims all liability for any User Content posted, stored or uploaded by you or any third party, or for any loss or damage.
17.4 Clevercare will not be liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. Your use of Interactive Areas is at your own risk.
17.5 As a provider of interactive services, Clevercare is not liable for any statements, representations, responses, comments or other User Content provided by its users. Although Clevercare has no obligation to screen, edit or monitor any of the User Content posted in any Interactive Area, Clevercare reserves the right, and has absolute discretion, to remove, screen or edit any User Content posted or stored on the Site or made available through the Clevercare Services at any time and for any reason without notice.
17.6 Any use of the Interactive Areas or other portions of the Site or the Clevercare Services in breach of the Terms may result in, among other things, termination or suspension of your rights to use the Interactive Areas, and/or the Site and/or the Clevercare Services.
17.7 If you post User Content to the Site or through the Clevercare Services, you grant Clevercare a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content throughout the world in any media.
17.8 You grant Clevercare and sublicensees the right to use the name that you submit in connection with such User Content, if they choose. You represent and warrant that:
(a) you own and control all of the rights to the User Content that you post or you otherwise have the right to post such User Content to the Site and the Clevercare Services and to grant the rights granted in these Terms;
(b) the User Content is accurate and not misleading; and
(c) use and posting of the User Content you supply does not violate these Terms and will not violate any rights of or cause injury to any person or entity.
17.9 Clevercare reserves all rights to remove, edit or permanently delete any User Content from the Site, in its sole discretion.
18. Registration Data; Security
18.1 In consideration of your use of the Site and/or Clevercare Services, you agree to:
(a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site or through the Services or System (“Registration Data”);
(b) maintain and promptly update the Registration Data, and any other information you provide to Clevercare, to keep it accurate, current and complete; and
(c) accept all risks of unauthorized access to the Registration Data and any other information you provide to Clevercare. In addition, you agree not to access or use, or attempt to access or use, the Site or any part thereof or the Clevercare Services using the identity or the Registration Data of any person other than yourself, or share access credentials with others.
19.1 You agree to defend, indemnify and hold harmless Clevercare, its, independent contractors, service providers and consultants, and each of their respective directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable lawyers’ fees) arising out of or related to any User Content you post, store or otherwise transmit on or through the Site or the Services or System or your use of or inability to use the Site or the Services or System, including without limitation any actual or threatened suit, demand or claim arising out of or relating to the User Content, your conduct, your violation of these Terms or your violation of the rights of any third party.
20.1 Notwithstanding any of these Terms, Clevercare reserves the right, without notice and in its sole discretion, to terminate your license to use the Site and the Clevercare Services, and to block or prevent your access to and use of the Site and the Clevercare Services.
21.1 If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
22.1 Subject to any written agreement between the parties, any monthly fees for the use of the System and Services (“Licence Payments”) and the price payable for any Goods ordered shall be as set out in Clevercare’s standard price list prevailing at the date Clevercare accepts your order for the System or Services plus any Goods and Services Tax or other applicable taxes thereon (except to the extent it is expressly included) (“Price Payable”).
22.2 The Licence Payments for the System and Services shall be reviewed at the end of each subscription period, and on renewal of the subscription period, may be increased to the then current monthly fee as set out in Clevercare’s standard price list.
22.3 Any discounts or rebates on the Price Payable offered by Clevercare are conditional on payment being made in full without deduction or setoff on or before the due date. If you fail to comply with that condition, payment of the full amount of the Price Payable shall become immediately due and payable.
23. Title and Risk
23.1 No property or rights in the Services or System shall pass to you at any time.
23.2 Title in any Goods purchased shall pass to you on payment in full.
23.3 Risk in the Goods shall pass to you on delivery.
24.1 Payment of the Price Payable is due on issue of Clevercare’s invoice, unless otherwise agreed with you in writing.
24.2 Clevercare may engage a billing or collections agent in (“Billing Agent”) respect of issuing invoices, collecting the Price Payable or any other aspect of the payment process.
24.3 Clevercare or its Billing Agent may charge your credit card for the Price Payable or any future payments required to be made pursuant to these Terms, including the Licence Payments required to be made on automatic renewal of any subscription.
Payment shall only be made by way of credit card or electronic transaction. All payments shall be made in cleared funds, without deduction or setoff.
24.4 Time is of the essence in respect of your the payment obligations. If payment is overdue Clevercare may charge interest at the same rate charged on Clevercare’s current account with Clevercare’s bankers from the date that payment was due until payment in full is received by Clevercare. Charging interest is without prejudice to Clevercare’s other rights and remedies in relation to non-payment.
24.5 If payment is overdue Clevercare may in addition to its other rights and remedies cancel or suspend the your entitlement to receive the System or Service, or delivery of any Goods.
24.6 Clevercare may at its discretion apply any payments it receives from the you towards the satisfaction of your indebtedness, including firstly against any interest charge.
25. Clevercare Returns and Refund Policy
25.1 Licence Payments for the Service and System are non-refundable in any instance.
25.2 Purchase of any Goods can be returned within 31 days and Clevercare will refund 50% of the purchase price of the Goods. If the Goods are returned after 31 days, then no refund can be issued. Any freight or postage costs related to return shall be paid by you.
26. Delivery Times For Goods & Services
26.1 Clevercare subscription for the System and Service will begin immediately after payment is made, with account access details being automatically created and sent upon purchase.
26.2 All Clevercare Goods purchases need to allow 14 days for delivery.
27.1 You will upon demand pay all Clevercare’s expenses and legal costs (on a solicitor/agent/client basis) in or in connection with the registration of a financing statement or financing change statement relating to the security interest created by these terms or obtaining an order under section 167 of the PPSA or the collection of overdue moneys or the exercise, enforcement or preservation of any right or interest under these terms or any other contract with you.
28. Demand and Notices
28.1 Demand may be made of, or notice given to, you by Clevercare posting a letter or invoice to you at your last known address, which shall be deemed to be received by you two days after the date of posting of the letter or invoice.
28.2 Any notice or other document to be served by you on Clevercare shall not be served or given by facsimile or electronic mail.
29.1 Clevercare may suspend or cancel all or any part of the Service, System, any unfulfilled order for Goods or any part of these Terms and/or any other contract or contracts with you, in addition to its other remedies, upon the happening of any of the following events of default:
(a) if any amounts payable by you to Clevercare are overdue; or
(b) if you are in breach of any obligation under these Terms or any other contract with Clevercare, in Clevercare’s reasonable opinion; or
(c) you become insolvent; or
(d) if a receiver, liquidator, administrator or official assignee is appointed in respect of you or your assets; or
(e) if an arrangement with your creditors is made or likely to be made, or you appear to be insolvent or otherwise unable to pay your debts as they fall due, in Clevercare’s reasonable opinion; or
(f) if you cease or threatens to cease carrying on your business; or
(g) if your ownership or effective control is transferred to a third party, or the nature of your business is materially altered.
29.2 You may terminate your subscription to use of the System or Service at any time by providing notice in writing to Clevercare, and unless otherwise agreed with Clevercare, such termination shall take effect on the expiry of the then current term of your subscription (“Termination Date”). You shall remain liable to pay any Licence Payments in respect of the period from the date notice of termination is received by Clevercare until the Termination Date.
29.3 Upon termination, cancellation or expiry of these Terms:
(a) Any licence granted within these Terms shall automatically terminate.
(b) You shall not access the Site, Service or System.
(c) All sums owing by you to Clevercare shall become immediately due and payable.
(d) You shall ensure:
(i) the deletion of the System from all of your electronic devices and computer systems;
(ii) the deletion of the System from all devices owned by the relevant Carers and Person’s electronic devices and computer systems; and
(iii) that all property of Clevercare is returned to Clevercare.
(e) Clevercare shall not be required to refund any monies paid in advance.
30.1 New Zealand law governs these Terms and the New Zealand Courts have non-exclusive jurisdiction to resolve any dispute arising out of the subject matter of these Terms or any other matter related to these Terms.
30.2 Termination of these Terms for any reason (including in the event of misrepresentation) will not affect the rights and obligations of the parties that are intended to survive such termination.
30.3 These Terms do not create a joint venture, partnership, agency, or employer/employee relationship between the parties.
30.4 You shall not assign or purport to assign their rights or obligations under these Terms without the prior written consent of Clevercare.
30.5 Clevercare may subcontract any of its obligations pursuant to these Terms, without notice to you..