1.   Definitions

2.   Interpretation

In this agreement unless the context otherwise requires:

• every term in this agreement applies both to the Product and to any Software, so far as it may so apply.
• a reference to a person includes a human individual, a corporate entity and any organisation which is managed or controlled as a unit.
• in the context of permission, “may not” in connection with an action of yours, means “must not”.
• the headings to the paragraphs and schedules (if any) to this agreement are inserted for convenience only and do not affect the interpretation.
• any agreement by either party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing.
• except where stated otherwise, any obligation of any person arising from this agreement may be performed by any other person.
• a reference to an act or regulation includes new law of substantially the same intent as the act or regulation referred to.
• these terms and conditions apply to all supplies of Products by us. They prevail over any terms proposed by you.
• this agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.

3.   Basis of Contract

• When you buy a Product driven by Software, you are also buying a licence limited to the use of that Software in association with the Product you have bought, subject to the terms of this agreement. We now grant a licence to you to use the Software. The licence is limited to your use of the Product you have bought and for the lifetime of that Product.
• In entering into this contract you have not relied on any representation or information from any source except the definition and explanation of a Product given on Our Website.
• If you use Our Website in any way and make an order on behalf of another person you warrant that you have full authority to do so and you accept personal responsibility for every act or omission by you.
• You acknowledge that you understand exactly what is included in a Product and you are satisfied that the Product you have selected is suitable and satisfactory for your requirements;
• The Software will be sold a separate download available from the website.
• You must not sub-license the Software.
• You must not copy or publish Software except as specifically allowed in this agreement.
• The contract between us comes into existence when we receive payment from you for a Product.
• We may change these terms from time to time. The terms that apply to you are those posted here on Our Website on the day you order a Product.
• The price of a Product may be changed by us at any time. We will never change a price so as to affect the price charged to you at the time when you buy that Product.
• If you make any payment for Products in the future, you will do so under the terms Posted on Our Website at that time.
• We do not sell Products in all countries. We may refuse to deliver a Product if you live in a country we do not serve.

4.   The price and payment

• The prices payable for Products are clearly set out on Our Website.
• Unfortunately, we cannot guarantee that every Product advertised on Our Website is available. If at any time a Product becomes unavailable, we will immediately refund any money you have paid.
• The price charged for any Product may differ from one country to another. You may not be entitled to the lowest price unless you reside in the qualifying country.
• Prices are inclusive of any applicable goods and services tax or other sales tax.
• Price of Software is included in the price of a Product.
• If, by mistake, we have under-priced a Product, we will not be liable to supply that Product to you at the stated price, provided that we notify you before we dispatch it to you.
• The price of the Product does not include the delivery charge which will be charged at the rates applicable at the date you place your order and which will be displayed on a page of Our Website before we ask you to pay.
• If we owe you money (for this or any other reason), we will credit your credit or debit card as soon as reasonably practicable but in any event no later than [15] days from the date when we accept that repayment is due.

5.   Security of your credit card

We take care to make Our Website safe for you to use.

• Card payments are not processed through pages controlled by us. We use one or more online payment service providers who will encrypt your card or bank account details in a secure environment.

6.   Delivery and pick up

• Products are delivered within [30] days from the day you place an order to purchase a Product.
• The Software will be available for download from our Website and the Activation Key will be supplied through your login on our website.
• Deliveries will be made by the carrier to the address stipulated in your order. You must ensure that someone is present to accept delivery.
• If we are not able to deliver your Product within [30] days of the date of your order, we shall notify you by e-mail to arrange another date for delivery.
• We may deliver your Product in instalments if they are not all available at the same time for delivery.
• All Products must be signed for on delivery by an adult aged 18 years or over. If no one of that age is at the address when the delivery is attempted your purchase may be retained by the driver. When your purchased Product arrives, it is important that you check immediately the condition and quantity. If the Product has been damaged in transit, you must refuse the delivery and contact us immediately so that we may dispatch a replacement quickly and minimise your inconvenience.
• Signing “Unchecked”, “Not Checked” or similar is not acceptable.
• If we agree with you to deliver on a particular day or at a particular time, we will do our best to comply. But no time given is to be treated as contractual. So we are not liable to you for any expense or inconvenience you incur on account of delayed delivery or non-delivery.
• Time for delivery specified on the order, if any, is an estimate only. We cannot be responsible for any delay beyond our reasonable control.

7.   Product returned

These provisions apply in the event that you return any Product to us:

• We do not accept returns unless there was a defect in the Product at the time of purchase, or we have agreed in correspondence that you may return it.
• Before you return a Product to us, please carefully re-read the instructions and check that you have used it correctly.
• The Product must be returned to us as soon as any defect is discovered but not later than 15 days.
• So far as possible, the Product should be returned:
  • with both the Product and all packaging as far as possible in their original condition;
  • securely wrapped;
  • including our delivery slip[
  • at your risk and cost.
• you must tell us by email message to Info@MyXrayDose.com
• you that you would like to return the Product, specifying exactly what Product and when purchased, and giving full details of the defect or other reason for return. We will then issue a returns note. If you send the Product to us without a returns note, we may not be able to identify sufficient details to enable us to attend to your complaint.
• In returning a faulty Product please enclose with it a note clearly stating the fault and when it arises or arose.
• Most Products are covered by the manufacturer guarantee for a minimum of 12 months. Please first check the plug, fuse, batteries and its operating instructions.
• If delivery was made to a New Zealand address, you are also protected by the Fair Trading Act 1986 and the Consumer Guarantees Act 1993 as amended .
• If we agree that a Product is faulty, we will:
  • refund the cost of return carriage;
  • repair or replace the Product as we choose.

8.   Limitation of liability for defects

• We will repair or replace a Product showing a defect in the following circumstances:
  • the defect appears and is reported to us within 12months of purchase;
  • the defect results only from faulty design;
  • you have returned the defective parts to us if we have so requested;
• If we agree that we are liable, we shall refund the cost of carriage and shall send out the replacement free of charge.
• If we repair or replace the Product as set out in this paragraph, you have no additional claim against us either under this agreement or by statute or common law, in respect of the defects.

9.   Foreign taxes, duties and import restrictions

• When you buy a Product for delivery outside New Zealand, your purchase may be subject to import duties, taxes or restrictions. We have no knowledge of these and take no responsibility for them.
• You are the importer in law responsible for purchasing a Product which you are lawfully able to import, so do make sure you are able to comply. Remember too that customs agents may open your package and may not properly re-seal it.

10. Dissatisfaction with a Product

• A 10 day trial of a fully functioning version of the software is provided for you to confirm your satisfaction with the Software and its compatibility with your computer hardware prior to purchasing or using a pre-purchased licence Key for the Software. Software updates
• The Software is updated from time to time. If you wish to receive information about updates, please register via Our Website. No other instruction to us is acceptable. Registration includes our taking your email address. We shall send any information to that address. We do not know now what will be updated, nor when, nor at what cost.
• The Product will continue to function without Software updates.

11. Restrictions on what you may Post to Our Website

• You agree that you will not use or allow anyone else to use Our Website to Post Content which is or may:
  • be malicious or defamatory;
  • consist in commercial audio, video or music files;
  • be illegal, obscene, offensive, threatening or violent;
  • be sexually explicit or pornographic;
  • be likely to deceive any person or be used to impersonate any person, or to misrepresent your identity, age or affiliation with any person;
  • give the impression that it emanates from us or that you are connected with us or that we have endorsed you or your business;
  • solicit passwords or personal information from anyone;
  • be used to sell any goods or services or for any other commercial use;
  • include anything other than words (i.e. you will not include any symbols or photographs) except for a photograph of yourself in your profile in such place as we designate;
  • be incomplete or inaccurate or submitted otherwise than as requested by Our Website;
  • request personal information from other users nor Post any unnecessary personal information about you or any user without his permission.
  • link to any of the material specified above, in this paragraph.
  • send age-inappropriate communications or Content to anyone under the age of 18.

12. Your Posting: restricted content

In connection with the restrictions set out below, we may refuse or edit or remove a Posting which does not comply with these terms.

In addition to the restrictions set out above, a Posting must not contain:

• hyperlinks, other than those specifically authorised by us;
• keywords or words repeated, which are irrelevant to the Content Posted.
• the name, logo or trademark of any organisation other than yours.
• inaccurate, false, or misleading information.

13. How we handle your Content

• Our privacy policy is strong and precise. It complies fully with current law.
• If you Post Content to any public area of Our Website it becomes available in the public domain. We have no control who sees it or what anyone does with it.
• Even if access to your text is behind a user registration it remains effectively in the public domain because someone has only to register and log in, to access it. You should therefore avoid Posting unnecessary confidential information.
• We need the freedom to be able to publicise our Services and your own use of them. You therefore now irrevocably grant us the right and licence to edit, copy, publish, distribute, translate and otherwise use any Content that you place on Our Website, in public domains and in any medium. You represent and warrant that you are authorised to grant all such rights.
• We will use that licence only for commercial purposes of the business of Our Website and will stop using it after a commercially reasonable period of time.
• You agree to waive of your right to be identified as the author and your right to object to derogatory treatment of your work as provided in the Copyright Act1994 as amended.
• Posting content of any sort does not change your ownership of the copyright in it. We have no claim over it and we will not protect your rights for you.
• You understand that you are personally responsible for your breach of someone else’s intellectual property rights, defamation, or any law, which may occur as a result of any Content having been Posted by you.
• You accept all risk and responsibility for determining whether any Content is in the public domain and not confidential.
• Please notify us of any security breach or unauthorised use of your account.

14. Removal of offensive Content

• For the avoidance of doubt, this paragraph is addressed to any person who comes on Our Website for any purpose.
• We are under no obligation to monitor or record the activity of any customer for any purpose, nor do we assume any responsibility to monitor or police Internet-related activities. However, we may do so without notice to you and without giving you a reason.
• If you are offended by any Content, the following procedure applies:
  • Your claim or complaint must be submitted to us in the form available on Our Website, or contain the same information as that requested in our form. It must be sent to us by post or email.
  • we shall remove the offending Content as soon as we are reasonably able;
  • after we receive notice of a claim or complaint, we shall investigate so far as we alone decide;
• We may re-instate the Content about which you have complained or not.
• In respect of any complaint made by you or any person on your behalf, whether using our form of complaint or not, you now irrevocably grant to us a licence to publish the complaint and all ensuing correspondence and communication, without limit.
• You now agree that if any complaint is made by you frivolously or vexatiously you will repay us the cost of our investigation including legal fees, if any.

15. Security of Our Website

If you violate Our Website we shall take legal action against you.

You now agree that you will not, and will not allow any other person to:

• modify, copy, or cause damage or unintended effect to any portion of Our Website, or any software used within it.
• link to Our Website in any way that would cause the appearance or presentation of the site to be different from what would be seen by a user who accessed the site by typing the URL into a standard browser;
• download any part of Our Website, without our express written consent;
• collect or use any product listings, descriptions, or prices;
• collect or use any information obtained from or about Our Website or the Content except as intended by this agreement;
• aggregate, copy or duplicate in any manner any of the Content or information available from Our Website, other than as permitted by this agreement or as is reasonably necessary for your use of the Services;
• share with a third party any login credentials to Our Website;
• Despite the above terms, we now grant a licence to you to:
  • create a hyperlink to Our Website for the purpose of promoting an interest common to both of us. You can do this without specific permission. This licence is conditional upon your not portraying us or any product or service in a false, misleading, derogatory, or otherwise offensive manner. You may not use any logo or other proprietary graphic or trademark of ours as part of the link without our express written consent.
  • you may copy the text of any page for your personal use in connection with the purpose of Our Website or a Service we provide.

16. Interruption to our service

• If it is necessary for us to interrupt our service, we will give you reasonable notice where this is possible and when we judge the down time is such as to justify telling you.
• You acknowledge that our service may also be interrupted for many reasons beyond our control.
• You agree that we are not liable to you for any loss, foreseeable or not, arising from any interruption to our service.

17. Intellectual Property

• We will defend our Intellectual Property rights in all countries.
• Except as set out below, you may not copy, modify, publish, transmit, or sell, create derivative works from, distribute, perform, display, or in any way exploit any of our Intellectual Property or that owned by any third party and accessible to you via Our Website.
• You may not use our name or logos or trademarks or any other content on any website of yours or that of any other person.

You agree that at all times you will:

• not to cause or permit anything which may damage or endanger our title to any of our Intellectual Property.
• notify us of any suspected infringement of the Intellectual Property;
• indemnify us for any loss or expense arising from your misuse of the Intellectual Property;
• on the expiry or termination of this agreement immediately stop using the Intellectual Property except as expressly authorised by the Company in writing;
• not use any name or mark similar to or capable of being confused with any name or mark of ours;
• so far as concerns Software provided or made accessible by us to you, you will not:
  • copy, or make any change to any part of its code;
  • use it in any way not anticipated by this agreement;
  • give access to it to any other person than you, the licensee in this agreement;
  • in any way provide any information about it to any other person or generally.
• not use the Intellectual Property except directly in our interest.

18. Disclaimers and limitation of liability

• The law differs from one country to another. This paragraph applies so far as the applicable law allows.
• All implied conditions, warranties and terms are excluded from this agreement.
• We or our suppliers may make improvements or changes to Our Website, the Content, or to any Product, at any time and without advance notice.
• You are advised that Content may include technical inaccuracies or typographical errors. This is inevitable in any large website. We would be grateful if you bring to our immediate attention, any that you find.
• The www.MyXrayDose.com Website and MyXrayDose Ltd Products are provided “as is”. We make no representation or warranty that the Product will be:
  • useful to you;
  • of satisfactory quality;
  • fit for a particular purpose;
  • available or accessible, without interruption, or without error.
• Our Website contains links to other Internet websites. We have neither power nor control over any such website. You acknowledge and agree that we shall not be liable in any way for the content of any such linked website, nor for any loss or damage arising from your use of any such website.
• We claim no expert knowledge in any subject. We disclaim any obligation or liability to you arising directly or indirectly from information you take from Our Website.
• We accept no responsibility for:
  • malfunction in any hardware of yours;
  • malfunction in any Product provided by us unless you can prove that it was defective when you received it from us;
  • the provision or failure to provide any firewall;
• We shall not be liable to you for any loss or expense which is:
  • indirect or consequential loss; or
  • economic loss or other loss of turnover, profits, business or goodwill even if such loss was reasonably foreseeable or we knew you might incur it.
• You agree that in any circumstances when we may become liable to you, the limit of our liability is the amount you have paid us in the immediately preceding 12 month period for the Product concerned.
• Except in the case of death or personal injury, our total liability under this Agreement, however it arises, shall not exceed the price of the original purchase.
• This paragraph (and any other paragraph which excludes or restricts our liability) applies to our directors, officers, employees, subcontractors, agents and affiliated companies as well as to ourselves.
• Nothing in this agreement excludes liability for a Party’s fraud.

19. You indemnify us

You agree to indemnify us against all costs, claims and expense arising directly or indirectly from:

• your failure to comply with the law of any country;
• your breach of this agreement;
• any act, neglect or default by any agent, employee, licensee or customer of yours;
• a contractual claim arising from your use of a Product;
• a breach of the intellectual property rights of any person.
• for the purpose of this paragraph you agree that the cost of our management and technical time is properly recoverable and can reasonably be valued at $ [100.00] per hour without further proof.

20. Miscellaneous matters

• You undertake to provide to us your current land address, e-mail address, telephone number as often as they are changed together with all information that we may require to enable us to fulfil our obligations under this contract.
• When you visit Our Website or send messages to us by email, you are communicating with us electronically. We communicate with you by e-mail or by posting notices on Our Website. You agree that all our electronic communications satisfy any legal requirement that such communications be in writing.
• If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
• The rights and obligations of the parties set out in this agreement shall pass to any permitted successor in title.
• If you are in breach of any term of this agreement, we may:
• publish all text and Content relating to the claimed breach, including your name and email address and all correspondence between us and our respective advisers; and you now irrevocably give your consent to such publication.
  • terminate your account and refuse access to Our Website;
  • issue a claim in any court.
• Any obligation in this agreement intended to continue to have effect after termination or completion shall so continue.
• No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
• You agree that we may disclose your information including assigned IP numbers, account history, account use, etc. to any judicial or proper legal authority who makes a written request without further consent or notification to you.
• Any communication to be served on either party by the other shall be delivered by e-mail or by hand or sent by first class post or recorded delivery.
• It shall be deemed to have been delivered:
  • If sent by e-mail to the address from which the receiving party has last sent e-mail: within 24 hours if no notice of non-receipt has been received by the sender.
  • if delivered by hand: on the day of delivery;
  • if sent by post to the correct address: within 72 hours of posting;
• In the event of a dispute between the parties to this agreement, then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.
• This agreement does not give any right to any third party.
• Neither party shall be liable for any failure or delay in performance of this agreement which is caused by circumstances beyond its reasonable control, including any labour dispute between a party and its employees.
• The validity, construction and performance of this agreement shall be governed by the laws of New Zealand.