Terms & Conditions

Background​

• The Supplier carries on business as a wholesale supplier of Products including live plants and related goods.

• The Supplier also provides the GPTS Software to facilitate the direct shipping of Products to Third Party Recipients.

• The Purchaser carries on business as a retailer and wishes to use the GPTS Software to purchase Products from the Supplier for resale and distribution.

• The Supplier has agreed to supply the GPTS Software and the Products to the Purchaser on a wholesale basis pursuant to the terms and conditions set out in this Agreement. 

• The parties have agreed that delivery of products may be made directly to third parties designated by the Purchaser as part of drop shipping arrangements.

• The parties wish to record the terms and conditions governing their commercial relationship for the supply and purchase of products

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1. Definitions​

1. Agreement means this agreement including any schedules, annexures and amendments made in accordance with its terms.

2. Business Day means a day on which banks are open for general banking business in New Zealand, excluding Saturdays, Sundays and public holidays.

3. Customer IP means your customer’s details that are shared with us. 

4. Data means all data (including metadata), information, videos, audio files, text, photographs, written posts and comments, software, scripts, graphics, interactive features, works and materials uploaded to, transmitted through, or stored on, the GPTS Software by you or an Invited User, transmitted by the GPTS Software at your or an Invited User’s instigation.

5. Delivery Address means the address specified in an Order for delivery of Products, including addresses of Third Party Recipients.

6. Drop Shipping means the direct delivery of Products by the Supplier to Third Party Recipients designated by the Purchaser.

7. Force Majeure Event means any event beyond the reasonable control of a party including acts of God, natural disasters, government actions, strikes, or biosecurity restrictions affecting live plant transport.

8. GPTS Software means application, the electronic ordering and management platform provided by the Supplier for the placement of Orders and management of the commercial relationship under this Agreement.  

9. GST means goods and services tax imposed under the Goods and Services Tax Act 1985 (New Zealand).

10. Insolvent means you have a liquidator, receiver or manager appointed over any of your assets or business, you make any arrangement with your creditors or you become subject to any similar insolvency event in any jurisdiction.

11. Intellectual Property Rights means any patent, trademark, software, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world, whether or not registered.

12. Invited User means any person who you invite to access the GPTS Software. 

13. Live Plants means living botanical specimens including seedlings, mature plants, trees, and related growing materials supplied under this Agreement.

14. Order means a purchase order for Products placed by the Purchaser and accepted by the Supplier in accordance with this Agreement.

15. Privacy Policy means GPTS’s privacy policy, which you can read here. 

16. Products means the goods supplied by the Supplier under this Agreement including Live Plants and related products as specified in Orders.

17. Purchase Price means the price payable for Products, freight and Services as specified in Orders or price lists provided by the Supplier, including the prices shown on the GPTS Software, or as otherwise advised by the Supplier.

18. Services means use of the GPTS Software, access, and the supply of Products under this Agreement.

19. Term means 12 months from the earlier of the date you sign up to these terms or the date you access the GPTS Software, following which this agreement shall continue on a month by month basis until terminated by either party on 30 days written notice. 

20. Third Party Recipients means customers, retailers or other parties designated by the Purchaser to receive direct delivery of Products through Drop Shipping arrangements.

21. GPTS or “we”, “us”, or “our” means the Supplier  GPT Systems Limited, NZBN 9429047485778. 

22. Third Party Services has the meaning given to that term in clause 10.9 of these terms. 

23. You or “your” means you as the Purchaser and any entity, subsidiary or affiliate that you are authorised to represent.
     

2. Use of Software 

1. We agree to provide you with access to the GPTS Software for the purposes of purchasing the Products.

2. When we create API Access keys for you to use the GPTS Software, and you install the GPTS Software you become responsible for managing the use of the GPTS Software including controlling Invited Users’ access to the GPTS Software. You are also responsible for your Invited Users’ activity while using the GPTS Software.

3. You represent and warrant to us that you have provided true, accurate and complete information to us (and that you will keep such information up to date at all times). You are also responsible for protecting your username and password from getting stolen or misused.

4. By agreeing to use the GPTS Software, you agree that you will:

   • access and use the GPTS Software on an “as is” basis and at your own risk;

   • remain solely responsible for any act or omission of any Invited User;

   • remain solely responsible for complying with any usage requirements on third-party websites that we provide links to;

   • use the GPTS Software in a manner consistent with our Privacy Policy 

   • remain responsible for ensuring that storage and access to any of your information or Data complies with any laws or regulations;

   • never breach these terms;

   • never infringe our Intellectual Property Rights or infringe on any other person’s Intellectual Property Rights; 

   • never undermine the security of the GPTS Software (including introducing or uploading any malicious code or virus) or systems or use the GPTS Software in a way that might impair functionality or interfere with other people’s use; 

   • never access any part of the GPTS Software without permission; and never share any offensive or illegal material or abuse or disrespect any other person including our staff.
      

3. Products and Specifications

1. We agree to supply to you the Products as specified in Orders placed by you from time to time.

2. The Products may include but are not limited to Live Plants, plant-related accessories, gardening supplies, and other products as may be agreed between the parties.

3. We will use reasonable endeavours to ensure that all Live Plants supplied under this Agreement will be healthy and free from disease and defects at the time of delivery.

4. We may substitute Products other than Live Plants with equivalent alternatives of similar quality, specification, and commercial value, provided that:

   • the Purchaser is notified of any proposed substitution prior to dispatch; and

   • the substituted Products are suitable for the Purchaser's intended use and any known requirements of Third Party Recipients.

5. The availability of Products, particularly Live Plants, may be subject to seasonal variations, weather conditions, and growing cycles, and we will use reasonable endeavours to notify you of any anticipated supply limitations.  Notification includes changes to stock availability shown via the GPTS Software.  Notwithstanding that stock was showing as available, where Live Plants become unavailable we may refuse to accept or cancel an Order. 

6. We reserve the right to discontinue or modify Products upon reasonable notice to you.
    

4. Ordering Process

1. All Orders must specify the information required by us, including but not limited to Products, quantities, and Delivery Address, unless otherwise agreed in writing by us.

2. You must maintain access to and use the GPTS Software in accordance with our terms of use and technical requirements. Any Orders placed outside the GPTS Software from you without our consent may be rejected.

3. We may reject any Order in its sole discretion within two Business Days of receiving the Order.

4. We will use reasonable endeavours to ensure each Order is shipped on or before the Business Day following receipt of the Order.

5. Once processed, Orders cannot be cancelled without our written Agreement.
    

5. Pricing and Payment Terms

1. You shall pay us the Purchase Price for Products and Services as set out in the GPTS Software or as otherwise notified to the Purchaser.

2. All amounts payable under this Agreement are exclusive of GST unless otherwise stated, and you shall pay GST on all taxable supplies at the rate and in the manner prescribed by law.

3. Payment terms are same day as invoice. Time for payment is of the essence.

4. We may invoice you upon dispatch of Products, regardless of whether delivery is made directly to you or to Third Party Recipients under Drop Shipping arrangements.

5. All payments shall be made in New Zealand dollars by direct debit from your nominated bank account or credit card. You hereby authorize us to initiate direct debit transactions from your bank account or credit card at any time when amounts become due under this Agreement.

6. We may initiate direct debit or credit card payments immediately upon invoicing without prior notice to you. Any dishonoured direct debit payments will incur additional bank charges and fees as determined by us.

7. We reserve the right to charge a credit card fee.  Such fee shall be reflective of its actual costs for a credit card transaction. 

8. You must provide us with a completed direct debit authority in our prescribed form prior to any Orders being accepted.  You must ensure sufficient funds are available in the nominated account at all times to meet payment obligations.

9. Time for payment is of the essence, and if any direct debit payment is dishonoured or any amount remains unpaid after the due date, we may charge interest on the outstanding amount at the rate of 2% per month or part thereof until payment is received in full.. 

10. We may vary the Purchase Price by notifying you  and/or updating the pricing in the GPTS Software and such price variations shall be binding.

11. Freight is charged against each order. Frieght includes but is not limited to base rates variable freight rates, photo upon delivery charges rural delivery surcharge, and other charges as applied by our logistics provider(s).  Variable rates  are subject to change monthly as advised by our logistics provider..      

12. If you dispute any invoice, it must notify us in writing within 7 days of receipt, specifying the grounds for dispute, but shall pay any undisputed portion by the due date.

13. We may exercise any right of set-off against amounts owed by you under this Agreement or any other agreement between the parties.  You may not set-off amounts claimed or owed by us without our written consent. 

14. We may upon notice, which shall include a statement on our website, nominate a third party to undertake invoicing and collection on its behalf.
     

6. Delivery and Drop Shipping

1. We shall deliver the Products by Drop Shipping to the Delivery Address specified in each Order or as otherwise agreed in writing between the parties. 

2. For Drop Shipping deliveries, you shall provide complete and accurate delivery details for each Third Party Recipient including name, address, and any special delivery instructions. 

3. The Delivery Address must be accessible for our logistics provider.  You shall be responsible for any additional costs incurred in the event that the Delivery Address is not accessible and additional costs are incurred in making a Delivery.  If the Delivery Address is not accessible, Delivery will nevertheless be deemed to have occurred.  

4. Delivery shall be deemed complete upon the Products being delivered to the Delivery Address or Third Party Recipient as applicable, regardless of whether such delivery is accepted or refused.

5. Time shall not be of the essence for delivery unless expressly agreed otherwise in writing, provided that we shall use reasonable endeavours to meet agreed delivery timeframes. You acknowledge that delivery times will vary depending upon location and capacity of the courier networks at the time of the Order.

6. Our delivery obligations are subject to access being available at the Delivery Address and Third Party Recipients being available to receive delivery during normal Business Days.

7. Where delivery cannot be completed due to circumstances beyond our reasonable control, we may store the Products at your risk and expense until delivery can be arranged.

8. Confirmation of delivery by the shipping agent that the delivery was made shall be sufficient evidence of delivery.  For rural delivery, delivery shall mean delivered to the local NZ post collection centre where that applies for the relevant address. 
    

7. Title and Risk

1. Title in Products shall pass to you upon delivery of the Products to the Delivery Address, or upon payment, whichever is the later.

2. Risk of loss or damage to Products shall pass to you upon delivery of the Products in accordance with clause 6 to the Delivery Address, including for Drop Shipping arrangements to Third Party Recipients.

3. You acknowledge that:

   • risk in the Products passes to you upon delivery to the Third Party Recipients even though you may not have physical possession of the Products;

   • you remains liable for the Purchase Price regardless of any dispute between you and Third Party Recipients; and

   • our delivery obligations are satisfied upon delivery to the Third Party Recipients in accordance with the Order.
      

8. Quality Assurance and Warranties

1. We warrant that all Products will be free from material defects in materials and workmanship at the time of delivery, but this warranty is limited to defects that are readily apparent upon reasonable inspection.

2. Our liability for non-conforming Products is limited to, at our election:

   • replacement of the non-conforming Products;

   • repair of defective Products where practicable; or

   • refund of the Purchase Price for the non-conforming Products.

3. The warranties in this clause 8 do not apply to:

   • Products that have been modified, misused, or improperly stored by you or Third Party Recipients;

   • normal wear and tear or deterioration of Products; or

   • Live Plants that have died or deteriorated due to improper care, unsuitable growing conditions, or natural causes beyond our control.

4. Consumer Guarantees Act Exclusion:
   The parties acknowledge that this Agreement is for the supply of goods for business purposes only. The Consumer Guarantees Act 1993 is hereby expressly excluded from applying to any supply of Products under this Agreement. All warranties, conditions and guarantees that would otherwise be implied by the Consumer Guarantees Act 1993 are excluded to the maximum extent permitted by law.

5. Except as expressly provided in this Agreement, we exclude all other warranties, conditions, representations, and guarantees, whether express or implied, including but not limited to warranties of merchantability, fitness for purpose, and satisfactory quality.
    

9. Returns and Defects

1. For Live Plants, you must notify us of any defects, damage, or non-conformity within 48 hours of delivery due to their perishable nature. No claims will be accepted after this period.

2. You may return Products to us only if:

   • the Products are materially different from the description provided in the Order;

   • the Products are damaged due to your negligent packaging or handling; or

   • we have given prior written consent to the return.

3. Products may not be returned if they have been:

   • used, altered, or damaged by the Purchaser or any third party;

   • stored in conditions that do not comply with our storage instructions; or

   • held by you or Third Party Recipients for more than seven (4) days after delivery, except for Live Plants which must be returned within forty-eight (48) hours. 

4. Where Products have been delivered under Drop Shipping arrangements, you must:

   • coordinate all returns through us;

   • provide the Third Party Recipients with our return procedures; and

   • ensure that any defect notifications from Third Party Recipients are promptly forwarded to us.

5. We must, at our option, either replace defective Products with conforming Products or refund the Purchase Price, provided the return complies with this clause 9.

6. You are responsible for all costs associated with returning Products unless the return is due to our breach of this Agreement.

7. Our liability for defective Products is limited to replacement or refund as set out in clause 9.5, and we exclude all other remedies to the maximum extent permitted by law.
    

10. Data

1. When you submit or upload any Data into the GPTS Software, you maintain ownership of, and Intellectual Property Rights in, that Data but you grant us a licence to use, copy, transmit, store, analyse and back up all Data you submit to us through the GPTS Software (including personal information) to: facilitate your use of the Services, enable us to improve, develop and protect the GPTS Software; enable us to create new Services; communicate with you about your use of the GPTS Software, and send you relevant information based on your marketing preferences and your use of the Services.

2. If you submit any personal information about another person (for example, you submit information about a Third Party Recipient or other third party who has given you permission to do so) you represent and warrant that you have the right, authority and permission to transfer such personal information to us for the purpose of receiving the Services. You acknowledge and agree that, to the extent that data processed in providing the Services contains personal information, in holding and processing that information through the Services, we are acting as your agent for the purposes of the Privacy Act 2020. 

3. We respect your privacy. In addition to these terms, our Privacy Policy sets out in detail how we process your personal information. By accepting these terms, you also accept the terms of our Privacy Policy. 

4. You are responsible for maintaining a record of your Data.  We will use reasonable endeavours to prevent the loss of your Data. We will take all reasonable steps to recover your Data in the unlikely event of its loss.

5. We may create anonymised statistical data from your Data and usage of the GPTS Software. Once anonymised, we may use it for our own purposes, such as to improve the GPTS Software, to develop new services or offerings, to identify trends and for other uses we communicate to you. 

6. Where there has been unauthorised access to personal information relating to your use of the GPTS Software, we will use reasonable endeavours to let you know as soon as reasonably practicable of becoming aware of the breach and give you information about what has happened. 

7. You may share confidential information with us and you may become aware of confidential information about us. You and we both agree to protect and keep each other’s confidential information from being accessed by unauthorised individuals.

8. If you submit, or grant access to, any personal information about another person (for example, you submit information about a Third Party Recipient, customer or other third party who has given you permission to do so) to a third party, you represent and warrant that you have the right, authority and permission to transfer such personal information to that third party for the purpose of receiving the Services.

9. Along with the use of the GPTS Software, you will have access to material, data, products and services from other third parties through the GPTS Software (Third Party Services). If you purchase Third Party Services directly from a third party through the GPTS Software:

   • you will be subject to that third party’s terms and conditions and privacy notices disclosed to you at the time of purchase of the Third Party Services;

   • that third party shall be solely responsible for the provision of those Third Party Services; and

   • we do not accept any liability or responsibility in respect of the Third Party Services.  

10. We will retain your Data in accordance with our Privacy Policy. 
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11. Maintenance and Modifications of GPTS Software

1. We strive to ensure that the GPTS Software is available 24 hours a day. We will endeavour to notify you if we need to perform any maintenance on the GPTS Software which may result in a period of downtime, although we can’t guarantee that we will notify you in advance. 

2. We often release new software updates and enhancements to the GPTS Software. In some cases we may discontinue features and where this occurs we will endeavour to notify you in advance (but can’t guarantee that we will). 

3. We are not legally responsible or liable in any way for any downtime, access issues or loss of your Data (irrespective of the cause). 
    

12. Liability

1. We give no warranty as to the Services and we do not warrant that the Services will satisfy any particular requirements nor that they will be suitable for any particular purpose. All implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.

2. Our liability for any loss or damage arising from defective Products is limited to the replacement of the defective Products or refund of the Purchase Price paid for such defective Products, whichever is less, and such liability shall not exceed the value of the specific Products giving rise to the claim.

3. Other than liability that we can’t exclude or limit by law, our total aggregate liability to you in any other circumstance is limited to:

   • in respect of the GPTS Software, the total amount you paid us for access to the GPTS Software in the last 12 months immediately preceding the date on which the claim giving rise to the liability arose; and

   • in respect of Third Party Services purchased directly from us, the total amount you paid us for those Third Party Services in the last 12 months immediately preceding the date on which the claim giving rise to the liability arose; and

   • in respect of an Order, the total value of that Order.

   • Our total liability under this Agreement will not exceed the greater of: 

     a) the total amounts paid by you in the 3 months preceding the event giving rise to the claim; or

     b) NZ$2,000.

   • Neither party will be liable to the other for any indirect, consequential, special, or punitive damages, loss of profits, or loss of business opportunity, except where such exclusion is prohibited by law.

   • You indemnify us against any claims, losses, or damages arising from:

     - Your resale or distribution of Products;

     - any breach of this Agreement by you; and

     - any claims by Third Party Recipients in Drop Shipping arrangements, except to the extent caused by our breach of this Agreement.

 

13. Indemnity

1. You agree that if any party brings a claim or proceedings against us related to any Customer IP or the way in which you use the GPTS Software or any third-party product, you will indemnify and hold us harmless from and against all damages, losses and expenses of any kind (including reasonable legal fees and costs) arising out of any such claim (except where we are at fault).

14. Intellectual Property 

1. We retain all right, title and interest in and to its intellectual property rights, including without limitation trademarks, trade names, logos, copyright, trade secrets, know-how, and proprietary cultivation methods relating to the GPTS Software, the Products and the Services.

2. We reserve and retain all Intellectual Property Rights in the GPTS Software (unless otherwise stated) excluding any Customer IP. The GPTS Software may not be copied, adapted, published, distributed, disseminated or otherwise commercially dealt with in any manner whatsoever. As between you and us, you acknowledge and agree that we own all new Intellectual Property Rights in any feedback you provide to us and any adaptions of, modifications or enhancements to, the Services (whether recommended or created by you or any other person). You will not dispute such ownership. To the extent the Intellectual Property Rights in the Created IP do not vest in us automatically, you assign to us (or at our request, our licensors or Third Party Service Providers) without reservation the Intellectual Property Rights in any Created IP and will do everything necessary to enable us to fully protect, realise, use and enforce the Created IP.

3. We grant to you a non-exclusive, non-transferable licence during the term of this Agreement to use the our trademarks, trade names and product descriptions solely for the purpose of marketing, advertising and reselling the Products in accordance with this Agreement and any other instructions notified to you.

4. You must not:

   • use our intellectual property rights other than as expressly permitted under this Agreement;

   • register or attempt to register any intellectual property rights that are identical or confusingly similar to our intellectual property rights;

   • reverse engineer, reproduce, or attempt to propagate any Live Plants supplied under this Agreement;

   • remove, alter or obscure any proprietary notices, trademarks or labels on the Products.

5. We warrant that the supply and resale of Products by you will not infringe any third party intellectual property rights.

6. You must promptly notify us of any suspected infringement of our intellectual property rights by third parties of which it becomes aware.

7. All intellectual property rights created or developed in connection with this Agreement will vest in us unless otherwise agreed in writing.

8. The provisions of this clause 14 will survive termination or expiry of this Agreement.

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15. Compliance and Regulatory Matters 

1. Each party must comply with all applicable laws, regulations, codes of practice, and industry standards relating to the performance of its obligations under this Agreement.

2. You acknowledge that when utilising Drop Shipping arrangements, you remain responsible for compliance with consumer protection laws in relation to Third Party Recipients.

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16. Confidentiality

1. Each party acknowledges that in the course of performing this Agreement it may gain access to Confidential Information of the other party, which includes but is not limited to commercial terms, pricing, customer lists, business methods, product specifications, and information relating to Third Party Recipients.

2. Each party undertakes to:

   • keep all Confidential Information strictly confidential;

   • not disclose Confidential Information to any third party without the prior written consent of the disclosing party;

   • not use Confidential Information for any purpose other than performing its obligations under this Agreement;

   • take reasonable steps to prevent unauthorised disclosure of Confidential Information.

3. The obligations in clause 16.2 do not apply to information that:

   • is or becomes publicly available other than through breach of this Agreement;

   • was rightfully known to the receiving party before disclosure;

   • is independently developed by the receiving party without use of Confidential Information;

   • is required to be disclosed by law or court order.

4. We may disclose your Confidential Information to Third Party Recipients to the extent reasonably necessary to facilitate Drop Shipping arrangements and provide the Services, provided such recipients are bound by confidentiality obligations no less stringent than those contained in this Agreement.

5. Upon termination of this Agreement, each party must promptly return or destroy all Confidential Information in its possession or control.

6. The obligations under this clause 16 survive termination of this Agreement and continue for a period of five years from the date of termination.

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17. Termination

1. Either party may terminate this Agreement by giving not less than 30 days' written notice to the other party. 

2. Either party may terminate this Agreement immediately by written notice if the other party:

   • commits a material breach of this Agreement and fails to remedy such breach within 7 days after receiving written notice requiring remedy of the breach;

   • becomes insolvent, enters into liquidation, receivership, voluntary administration, or any other form of external administration;

   • ceases to carry on business in the ordinary course; 

3. We may terminate this Agreement if you assign or attempt to assign this Agreement without our prior written consent.

4. We may terminate this Agreement immediately by written notice if you fail to make payment when due under this Agreement and such failure continues for more than 3 days. 

5. We may terminate this Agreement immediately by written notice if your credit rating deteriorates materially or if we reasonably believe your ability to pay is impaired.

6. Upon termination of this Agreement:

   • all outstanding Orders accepted by us prior to termination shall remain binding and be performed according to their terms;

   • you shall immediately pay all amounts owing to us;

   • each party shall return to the other party any confidential information and materials belonging to that party;

   • we shall cease Drop Shipping arrangements for Third Party Recipients designated by you; 

   • we may immediately remove your access to the GPTS Software; and

   • neither party shall have any further obligations under this Agreement except for those obligations which by their nature survive termination.

7. Termination of this Agreement shall not affect any rights or obligations that have accrued prior to termination or any provision of this Agreement that expressly or by implication survives termination.

8. The provisions relating to payment, confidentiality, intellectual property, liability limitations, and dispute resolution shall survive termination of this Agreement.

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18. Suspension

1. We may suspend this agreement if any direct debit authority is declined or any payment is overdue. 

2. Where we have a right to terminate this Agreement we may choose to suspend the agreement.  A decision to suspend does not impact or prejudice the Supplier’s rights of termination.

3. Suspension shall include removing inventory availability within the GPTS Software.

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19. Dispute Resolution

1. If any dispute arises between the parties in connection with this Agreement, the parties must first attempt to resolve the dispute by good faith negotiations between senior representatives of each party within thirty (30) Business Days of written notice of the dispute.

2. If the dispute is not resolved through negotiations under clause 19.1, either party may refer the dispute to mediation conducted by a mediator agreed upon by the parties or, failing agreement within ten (10) Business Days, appointed by the President of the New Zealand Law Society.

3. The mediation shall be conducted in accordance with the mediation rules of the Resolution Institute and the costs of mediation shall be shared equally between the parties.

4. If the dispute is not resolved through mediation within sixty (60) days of referral to mediation, either party may commence legal proceedings in the appropriate court.

5. This Agreement shall be governed by and construed in accordance with the laws of New Zealand.

6. Each party irrevocably submits to the exclusive jurisdiction of the courts of New Zealand for all matters arising under or in connection with this Agreement.

7. Notwithstanding the existence of any dispute, each party must continue to perform its obligations under this Agreement except to the extent that performance is directly affected by the subject matter of the dispute.

8. The unsuccessful party in any legal proceedings shall pay the reasonable legal costs of the successful party on a solicitor and client basis.

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20. General Provisions

1. Entire Agreement: This Agreement constitutes the entire agreement between the parties relating to the subject matter and supersedes all prior negotiations, representations, warranties, agreements and understandings between the parties.

2. Force Majeure: Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure.

3. Amendment: We may change these terms, however changes will not apply retrospectively and, if we make any material changes, we will make every effort to inform you. Generally, we endeavour to provide you with 10 days’ notice of material changes before they become effective, unless we need to make immediate changes. When we notify you, we’ll do it by email or by posting a visible notice through the GPTS Software. If a change isn’t material, we may not notify you. If you find a modified term unacceptable, you may terminate this Agreement by giving the standard advance notice to us.

4. Severability: If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

5. Waiver:  No waiver 

   • of any breach or default under this Agreement shall constitute a waiver of any other breach or default.

   • shall be effective unless made in writing and signed by the party granting the waiver.

6. Notices:  All notices 

   • under this Agreement must be in writing and delivered personally, by email to admin@gptsystems.com, or to the addresses otherwise advised to you by us.

   • shall be deemed received when delivered personally, when the email delivery receipt is received, or three Business Days after posting.

7. Assignment

   • The Supplier may assign, transfer or novate its rights or obligations under this Agreement without the prior written consent of the other party.

   • The Supplier may assign, transfer or novate some of its rights or obligations under this Agreement without the prior written consent of the other party.  This shall extend to the right to collect any amounts due to the Supplier from the Purchaser.

   • The Purchaser may not assign, transfer or novate its rights or obligations under this Agreement without the prior written consent of the other party.

8. Relationship between the parties: Nothing in these terms is to be construed as constituting a partnership, joint venture, employment or agency relationship between us, or between you and any other party.

9. Governing Law and Jurisdiction: This Agreement is governed by and shall be construed in accordance with the laws of New Zealand.  The parties submit to the exclusive jurisdiction of the New Zealand courts.

10. Counterparts: This Agreement may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute one agreement.

11. Interpretation

    • References to any statute include references to that statute as amended, consolidated, re-enacted or replaced.

    • Headings are for convenience only and do not affect interpretation.

    • Words importing the singular include the plural and vice versa.

12. Third Party Rights: No person other than the parties and our parent companies have any right to enforce any provision of this Agreement.

13. Survival: Clauses relating to payment, confidentiality, intellectual property, liability limitations, and dispute resolution shall survive termination of this Agreement.

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