Important information
These terms govern your use of all Frankie Services, unless you and we have a separate written agreement with you. Before scrolling down, there are a couple of things you need to know to help you understand these Terms and the Frankie Services:
- These online terms reference an ‘Order Form’. The Order Form is a document issued by Frankie Technologies Limited (Supplier or Frankie) to the Customer when the Customer purchases a subscription to Frankie (or requests a quote for a subscription). The Order Form may be an invoice, quotation or similar document, and it will set out the key commercial terms (such as charges and term of the Frankie Services) agreed between the Customer and Frankie.
- Please read these Terms carefully before you start to use the Frankie Services. By accepting an Order Form referencing these Terms, the Customer agrees to comply with these Terms.
- Frankie includes functionality that allows property owners or managers to connect with contractors to arrange for the performance of work and/or supply of goods. Any agreement for the performance of work or supply of goods is between the property owner/manager and the contractor – Frankie is not a party to that agreement and is not responsible for the supply of any goods or services by a contractor or for any payments due to the contractor.
1. Definitions and interpretation
Definitions
1. 1 - In these Terms the following definitions apply:
Authorised Users means those employees, agents and independent contractors of the Customer, and other third parties described in clause 3.3, who are authorised by the Customer to use the Frankie Services and the Documentation.
Charges means the amounts payable for the Frankie Services, as set out in Order Form, and any other amounts payable by the Customer, such as for additional services the parties may agree the Supplier will perform.
Commencement Date means the date specified in the Order Form or, if no date is specified, the date the Customer first accesses the Frankie Services.
Confidential Information means any information, know-how or material in any form, whether provided before or after the Commencement Date, obtained by a party pursuant to these Terms and which is by its nature confidential, is designated by the disclosing party as confidential or which the recipient ought reasonably know is confidential, but does not include any information to the extent the receiving party can show the relevant information:
(a) is part of or legitimately enters the public domain;
(b) is already or becomes in the unrestricted possession of the receiving party without there having been any breach of a third party’s obligations of confidentiality;
(c) has been independently developed by the receiving party (as evidenced by records in its possession);
(d) is not intended to be confidential as evidenced by the written agreement of the disclosing party; or
(e) legally must be disclosed, or is required to be disclosed pursuant to the listing rules of any applicable stock exchange.
Contract Year means each 12 month period during the Term commencing on the Commencement Date and each anniversary of the Commencement Date.
Customer means the customer as specified in the Order Form, or if no person or entity is specified in the Order Form, the person on whose behalf these Terms were accepted.
Customer Data means the data inputted by the Customer, Authorised Users or the Supplier on the Customer's behalf for the purposes of using the Frankie Services or facilitating the Customer's use of the Frankie Services, but does not include any of the Supplier’s software, algorithms or data comprising or used to run the Frankie Services.
Documentation means any documents made available to the Customer by the Supplier from time to time (as amended by the Supplier form time to time) which set out a description of the Frankie Services and the user instructions for the Frankie Services, including the documentation available at app.tellfrankie.com, or such other site notified by the Supplier from time to time. There are multiple versions of some documents (such as user guides) that apply depending on the type of user (eg property owner vs contractor). If you are unsure which documents apply to your use of the Frankie Services, contact your usual account representative.
Frankie Services means the 'Software as a Service' subscription services, being access to and use of ‘Frankie’, a cloud-based Property and Operations Control Centre, which are provided by the Supplier to the Customer under these Terms. The software, features and functionality of the Frankie Services are more fully described in the Documentation available at app.tellfrankie.com.
Intellectual Property Rights or IPRs means all intellectual property rights including current and future, registered and unregistered rights in respect of copyright, designs, circuit layouts, trade marks, trade secrets, know-how, confidential information, patents, inventions and discoveries and all other intellectual property as defined in article 2 of the convention establishing the World Intellectual Property Organisation 1967.
Renewal Period means the period for which these Terms will renew under clause 2, as specified in the Order Form. If no renewal period is specified in the Order Form, the Renewal Period is 12 months.
Term means the initial term of the Frankie Services as specified in the Order Form together with all Renewal Periods.
Website means www.tellfrankie.com, or such other site notified to the Customer by the Supplier.
Interpretation
1. 2 - In the interpretation of these Terms, the following provisions apply unless the context otherwise requires:
1.2.1 - Headings are inserted for convenience only and do not affect the interpretation of these Terms.
1.2.2 - A reference to 'dollars' or '$' means New Zealand dollars and all amounts payable under these Terms are payable in New Zealand dollars.
1.2.3 - A reference to any law, legislation or legislative provision includes any statutory modification, amendment or re-enactment, and any subordinate legislation or regulations issued under that legislation or legislative provision.
1.2.4 - A reference to any document or agreement is to that document or agreement as amended, novated, supplemented or replaced.
1.2.5 - A reference to a clause, part, schedule or attachment is a reference to a clause, part, schedule or attachment of or to these Terms.
1.2.6 - An expression importing a natural person includes any company, trust, partnership, joint venture, association, body corporate or governmental agency.
1.2.7 - Where a word or phrase is given a defined meaning, another part of speech or other grammatical form in respect of that word or phrase has a corresponding meaning.
1.2.8 - A word which indicates the singular also indicates the plural, a word which indicates the plural also indicates the singular, and a reference to any gender also indicates the other genders.
1.2.9 - A reference to the word 'include' or 'including' is to be interpreted without limitation.
2. Term
2.1 - These Terms will commence on the Commencement Date and continue for the initial term specified in the Order Form (or if no initial term is specified, for an initial term of 12 months). The Term of these Terms will automatically renew for successive terms equal to the Renewal Period, unless either party gives the other a notice of non-renewal at least 30 days before the expiry of the then-current term.
3. Frankie Services
3.1 - The Supplier shall, during the Term, make the Frankie Services and Documentation available to the Customer on and subject to the terms and conditions of these Terms. The Supplier will perform any additional services specified in the Order Form.
3.2 - The Supplier grants to the Customer a non-exclusive, non-transferable non-sublicensable licence to:
3.2.1 - access and use, and to permit the Authorised Users to access and use, the Frankie Services during the Term solely for the Customer's internal business operations; and
3.2.2 - prepare, reproduce, print, download, and use a reasonable number of copies of the Documentation as may be necessary for the Customer's and its Authorised Users' use of the Frankie Services.
3.3 - Any employee or agent of the Customer may be an Authorised User. Authorised Users may also include contractors involved in the maintenance of a building being managed via the Frankie Services – for example, a property owner may allow its HVAC maintenance contractor to be an Authorised User for the purposes of reviewing jobs and updating the status of the job when work is completed. The Customer is responsible for managing access credentials to ensure Authorised Users only have the access the Customer wants them to – for example, ensuring that a HVAC maintenance contractor is only able to update the status of jobs assigned to it.
3.4 - The Supplier undertakes that the Frankie Services will be performed substantially in accordance with the Documentation.
3.5 - The Supplier shall use reasonable endeavours to make the Frankie Services available 24 hours a day, seven days a week, except for:
3.5.1 - planned maintenance (which Frankie will use reasonable endeavours to give advance notice of);
3.5.2 - unplanned or emergency maintenance, provided that the Supplier has used reasonable endeavours to give the Customer as much advance notice as reasonably possible; and
3.5.3 - downtime caused by outages or maintenance of the services or infrastructure used to supply the Frankie Services.
3.6 - Through the use of web services and APIs, the Frankie Services interoperate with a range of third party service features. The Supplier does not make any warranty or representation about any third party services or features, including in relation to their availability, functionality or fitness for purpose. Without limiting the foregoing, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, the Supplier may cease to make available that feature to the Customer. To avoid doubt, if the Supplier exercises its right to cease the availability of a third party feature, the Customer is not entitled to any refund, discount or other compensation.
3.7 - The Supplier may make changes to the Frankie Services and Documentation from time to time (such as releasing upgrades or new versions of the Supplier's proprietary software comprised in the Frankie Services, or updating user guides or policies within the Documentation).
4. Customer's use of the Frankie Services
4.1 - The Customer must, and must ensure that its Authorised Users, use the Frankie Services in accordance with these Terms and the Documentation (including any acceptable use policies included in the Documentation).
4.2 - The Customer shall not access, store, distribute or transmit any viruses or other malware, or any material during the course of its use of the Frankie Services that:
4.2.1 - is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; or
4.2.2 - is otherwise illegal or causes damage or injury to any person or property,
and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access the Frankie Services and/or to any material, if the Customer or an Authorised User breaches this clause.
4.3 - The Customer shall not:
4.3.1 - except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms:
4.3.1.1 - attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Frankie Services and/or Documentation (as applicable) in any form or media or by any means; or
4.3.1.2 - attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Frankie Services;
4.3.2 - resell, provide third parties access to, or otherwise commercially exploit the Frankie Services, Documentation or any part of them; or
4.3.3 - access all or any part of the Frankie Services or Documentation in order to build a product or service which provides similar functionality to or otherwise competes with the Frankie Services and/or the Documentation.
4.4 - The Customer shall use best endeavours to prevent any unauthorised access to, or use of, the Frankie Services and/or the Documentation and, in the event of any such unauthorised access or use, the Customer must promptly notify the Supplier.
4.5 - The Customer must ensure that:
4.5.1 - the Authorised Users use the Frankie Services and the Documentation in accordance with these Terms and shall be responsible for its Authorised Users' acts and omissions as if they were those of the Customer; and
4.5.2 - its network and systems comply with the relevant specifications provided by the Supplier from time to time (including any specifications or minimum requirements specified in the Documentation).
5. Charges
5.1 - Charges must be paid by the Customer to the Supplier in accordance with the payment terms specified in the Order Form.
5.2 - If the Supplier has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies of the Supplier:
5.2.1 - the Supplier may, without liability to the Supplier, disable the Customer's password, account and access to all or part of the Frankie Services and the Supplier shall be under no obligation to provide any or all of the Frankie Services while any invoice(s) remain unpaid; and
5.2.2 - interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of the Supplier’s primary trading bank from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
5.3 - All amounts and charges stated or referred to in these Terms:
5.3.1 - shall be payable in New Zealand dollars;
5.3.2 - are non-cancellable and non-refundable; and
5.3.3 - are exclusive of GST.
5.4 - The Supplier shall be entitled to increase the charges for the Frankie Services from time to time after first giving the Customer 30 days’ prior notice. If the Customer does not wish to pay the increased charges, the Customer may terminate these Terms on at least 10 days’ notice, provided the notice is received by the Supplier before the effective date of the charges increase. If the Customer does not terminate these Terms in accordance with this clause, the Customer deemed to have accepted the increased charges.
6. Intellectual Property
6.1 - The Customer acknowledges and agrees that the Supplier and/or its licensors own all IPRs in the Frankie Services, Website, the Documentation and all underlying systems, algorithms and data used to run or deliver the Frankie Services. Except as expressly stated herein, these Terms do not grant the Customer any rights to, under or in, any IPRs, or any other rights or licences in respect of the Frankie Services or the Documentation.
6.2 - The Supplier confirms that it has all the rights in relation to the Frankie Services, Website and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, these Terms.
6.3 - If the Customer provides the Supplier with ideas, comments or suggestions relating to the Frankie Services all IPRs in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by the Supplier, and the Supplier may use or disclose the feedback for any purpose.
7. Confidentiality and data
Confidentiality
7.1 - Each party undertakes that it shall keep the other party's Confidential Information confidential and shall not at any time during or after the Term disclose to any person any Confidential Information of the other party, except as permitted by clause 7.2.1.
7.2 - Each party may disclose the other party's Confidential Information:
7.2.1 - to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with these Terms. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's Confidential Information comply with this clause 7; and
7.2.2 - as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
7.3 - No party shall use the other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Terms.
7.4 - Unless otherwise agreed by the parties, the Supplier may make public announcements or press releases in respect of the Supplier’s relationship with the Customer, including listing the Customer as a customer of the Supplier on the Website or other marketing material, and the Customer grants the Supplier a non-exclusive licence for the Term to use its logos and trade marks for this purpose.
Data
7.5 - Both parties will comply with the Privacy Act 2020 in the performance of their obligations under these Terms and the supply and use of the Frankie Services.
7.6 - As between the parties, the Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data. The Supplier recommends that the Customer maintains its own backup of Customer Data.
7.7 - The Supplier shall, in providing the Frankie Services, comply with its Privacy Policy relating to the privacy of the Customer Data available at
https://www.tellfrankie.com/privacy-policy or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
7.8 - The Customer acknowledges and agrees that:
7.8.1 - the Supplier may:
7.8.1.1 - use Customer Data and information about the Customer and its Authorised Users’ use of the Frankie Services to generate anonymised and aggregated statistical and analytical data (Analytical Data); and
7.8.1.2 - use Analytical Data for the Supplier’s internal research and product development purposes and to conduct statistical analysis and identify trends and insights;
7.8.2 - the Supplier’s rights under clause 7.8.1 above will survive termination of expiry of these Terms; and
7.8.3 - title to, and all IPRs in, Analytical Data is and remains the Supplier’s property.
7.9 - The Customer indemnifies the Supplier against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by the Supplier’s solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Customer Data or other material provided by the Customer or an Authorised User to the Supplier, or the Supplier’s processing of the Customer Date or other material, infringes the rights of that third party (including IPRs and privacy rights) or that the Customer Data or other material is objectionable, incorrect or misleading.
7.10 - The Customer is responsible for procuring all third party licences, authorisations and consents required for it and its Authorised Users to use the Frankie Services, including to use, store and input Customer Data into, and process and distribute Customer Data through, the Frankie Services.
8. Warranties
Each party warrants that:
8.1 - in complying with these Terms, it shall not breach any other contract, any judgment or court order;
8.1 - it has all necessary government and regulatory approvals, consents, permits and licences to perform its obligations under these Terms; and
8.3 - it shall comply with all applicable laws insofar as such laws are relevant to the provision or receipt of the Frankie Services.
9. Disclaimers
9.1 - The Supplier does not warrant that:
9.1.1 - the Customer's use of the Frankie Services will be uninterrupted or error-free;
9.2.1 - the Frankie Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; or
9.2.3 - the Frankie Services will be free from viruses or other malware.
9.2 - The Supplier is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Frankie Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
9.3 - The Customer acknowledges that the Frankie Services may link to third party websites or feeds that are connected or relevant to the Frankie Services. The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party.
10. Limitation of liability
10.1 - References to liability in this clause 10 include every kind of liability arising under or in connection with these Terms including liability in contract, tort (including negligence), misrepresentation, restitution, under an indemnity or otherwise.
10.2 - Nothing in these Terms limit:
10.2.1 - the Customer's payment obligations under these Terms;
10.2.2 - the Customer's liability under clause 7.9; or
10.2.3 - any liability which cannot legally be limited.
10.3 - If there are any defects in the Frankie Services, or the Frankie Services otherwise do not comply with these Terms, the Supplier's liability is limited (and the Customer’s sole remedy for such defect is), at the Supplier’s option, to the resupply or replacement of the defective Frankie Services.
10.4 - Applicable law in some jurisdictions may give the Customer warranties, remedies or guarantees that cannot be excluded or modified by contract. Nothing in these Terms is intended to exclude such warranties, remedies or guarantees, however, the liability of the Supplier for any breach of such warranty or guarantee is, to the extent permitted by law limited, at the Supplier’s option, to:
10.4.1 - supplying the Frankie Services again; or
10.4.2 - paying the costs of having the Frankie Services supplied again.
10.5 - Subject to clause 10.2:
10.5.1 - each party's total liability to the other party under or in connection with these Terms will be limited in the aggregate to the Charges paid or payable by the Customer for the Frankie Services in in the Contract Year in which the event giving rise to liability occurred; and
10.5.2 - neither party will be liable under or in connection with these Terms for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms.
10.6 - Any warranty expressly set out in these Terms is the only warranty made by the Supplier and all other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into these Terms, whether by statute (including any warranty under Part 3 of the Contract and Commercial Law Act 2017), common law or otherwise, are hereby excluded to the maximum extent permitted by law.
10.7 - The parties acknowledge and agree that where both parties are in trade, the Frankie Services are supplied and acquired in trade, and accordingly the parties agree to contract out of the provisions of the Consumer Guarantees Act 1993 and sections 9, 12A, 13, and 14(1) of the Fair Trading Act 1986.
10.8 - The Customer agrees that:
10.8.1 - its engagement of a contractor in connection with the Frankie Services is not a representation, warranty or guarantee by the Supplier that the contractor has any particular skills, expertise or experience;
10.8.2 - the Supplier is not responsible for the Customer’s choice of contractor; and
10.8.3 - the Supplier is not responsible for any acts or omissions of any contractor engaged by the Customer.
11. Termination
11.1 - Without affecting any other right or remedy available to it, either party may terminate these Terns with immediate effect by giving written notice to the other party if:
11.1.1 - the other party fails to pay any amount due under these Terms on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
11.1.2 - the other party commits a material breach of any other term of these Terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 10 days after being notified in writing to do so;
11.1.3 - the other party repeatedly breaches of the Terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these Terms; or
11.1.4 - the other party becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.
11.2 - Either party may terminate these Terms on written notice for any reason on 90 days’ written notice to the other party.
11.3 - On termination of these Terms:
11.3.1 - all licences granted under these Terms shall immediately terminate and the Customer shall immediately cease all use of the Frankie Services and/or the Documentation;
11.3.2- the Customer must pay all Charges for the provision of the Frankie Service prior to the effective date of termination;
11.3.3 - the Customer shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the Supplier;
11.3.4 - the Supplier may destroy or otherwise dispose of any of the Customer Data. The Supplier may, if requested by the Customer prior to the termination of these Terms, agree to make available to the Customer for download the Customer Data in the Supplier’s possession, for a period specified by the Supplier, subject to the Customer paying the applicable Charges specified by the Supplier; and
11.3.5 - any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination shall not be affected or prejudiced.
11.4 - Without limiting any other right or remedy available to the Supplier under these Terms, the Supplier may restrict or suspend the Customer’s access to and use of the Frankie Service and/or delete, edit or remove the relevant Customer Data if the Supplier considers that the Customer or any Authorised Users have:
11.4.1 - undermined, or attempted to undermine, the security or integrity of the Frankie Service or Documentation;
11.4.2- used, or attempted to use, the Frankie Service or Documentation:
11.4.2.1 - for improper purposes; or
11.4.2.2 - in a manner, other than for normal operational purposes, that reduces the operational performance of the Frankie Service;
11.4.2.3 - transmitted, inputted or stored any Customer Data that breaches or may breach these Terms or any third party right (including IPRs and privacy rights), or that is or may be objectionable, incorrect or misleading; or
11.4.2.4 - otherwise breached these Terms or any requirements in any Documentation.
12. Force Majeure
12.1 - The Supplier shall have no liability to the Customer under these Terms if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network (including cloud services or infrastructure on which the Frankie Service is hosted), act of God, war, riot, civil commotion, malicious damage, epidemic or pandemic, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
13. Disputes
13.1 - Before taking any court action, a party must use reasonable endeavours to resolve any dispute under, or in connection with, these Terms through good faith negotiations.
13.2 - Each party must, to the extent possible, continue to perform its obligations under these Terms even if there is a dispute.
13.3 - This clause 13 does not affect either party’s right to seek urgent interlocutory and/or injunctive relief.
14. Assignment and other dealings
14.1 - The Customer shall not assign, novate, transfer, subcontract, delegate or deal in any other manner with any of its rights and obligations under these Terms without the prior written consent of the Supplier.
14.2 - The Supplier may at any time assign, novate, transfer, subcontract, delegate or deal in any other manner with any or all of its rights and obligations under these Terms without any further consent of the Customer.
15. Variation
15.1 - Subject to clause 15.2, no variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
15.2 - The Supplier may change these Terms at any time by notifying the Customer of the change by email or by posting a notice on the Website. Unless stated otherwise, any change takes effect from the date set out in the notice. The Customer is responsible for ensuring it is familiar with the latest Terms. By continuing to access and use the Frankie Services from the date on which the Terms are changed, the Customer agrees to be bound by the changed Terms. These Terms were last updated on https://www.tellfrankie.com/terms-of-service.
16. Waiver
16.1 - A waiver of any right or remedy under these Terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
16.2 - A failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.
17. Rights and remedies
17.1 - The rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
18. Severance
18.1 - If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.
18.2 - If any provision or part-provision of these Terms is deemed deleted under clause 18.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
19. Entire agreement
19.1 - These Terms (including the Order Form) constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
19.2 - The Order Form will be issued by the Supplier. No terms of trade, invoice terms, purchase orders or similar documents issued by the Customer will be deemed to be an Order Form or otherwise form part of these Terms, and will be of no force or effect unless they are signed by an authorised representative of the Supplier and expressly state that they will apply notwithstanding this clause.
20. Conflict
20.1 - If there is an inconsistency between any of the provisions of these Terms and the provisions of any Order Form, the provisions of the Order Form shall prevail.
21. No partnership or agency
21.1 -Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
21.2 - Each party confirms it is acting on its own behalf and not for the benefit of any other person.
22. Third party rights
22.1 -These Terms are not intended to confer a benefit on any person or class of persons who is not a party to it.
23. Notices
23.1 -If the Supplier needs to contact the Customer, the Supplier may do so by email set out in the Order Form or by posting a notice on the Website. The Customer agrees that posting a notice on the Website satisfies all legal requirements in relation to written communications. The Customer may give notice to the Supplier under or in connection with these Terms by email to
support@tellfrankie.com, with ‘Legal Notice’ in the subject line.
23.2 - Notices delivered by hand are served when delivered; by first class post (or equivalent) are served two business days after posting; and by email are served when transmitted (without ‘bounce-back’ or other error message).
24. Survival
24.1 - All clauses of these Terms that are intended either expressly or by implication to survive expiry and termination shall remain in full force and effect, including clauses 6, 7, 10 and 11.
25. Governing law and jurisdiction
25.1 - These Terms are governed by the law of New Zealand. The parties submit to the non-exclusive jurisdiction of its courts and courts of appeal from them. The parties will not object to the exercise of jurisdiction by those courts on any basis.
