This page (together with the documents referred to on it) tells you the terms and conditions on which we supply any products ("Products") to you. You should understand that by using our site or ordering any of our Products, you agree to be bound by these terms and conditions. If you refuse to accept these terms and conditions, you must not order any Products from us or our site.
Our site is operated by Edify Limited ("us" or "we"). We are registered in Auckland, New Zealand under Company Number 4540064 and our registered office is c/o PriceWaterhouseCoopers, Level 8, PwC Tower, 188 Quay St, Auckland.
We will take reasonable efforts to ensure that availability of oursite will be uninterrupted and that transmissions will be error-free. However, due to the nature of the Internet, this cannot be guaranteed. Also, your access to our site may also be occasionally suspended or restricted to allow for repairs, maintenance, or the introduction of new facilities or services.
By placing an order through our site, you warrant that: (a) you are legally capable of entering into binding contracts; and (b) you are at least 18 years old; we do not sell products for purchase by children. We sell children's products for purchase by adults. If you are under 18, you may use our site only with the supervision of a parent or responsible guardian.
4.1 Your order constitutes an offer to us to buy a Product. All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an e-mail that confirms that we have accepted your order (the "Order Confirmation"). The contract between us and you ("Contract") will only be formed when we send you the Order Confirmation.
4.2 We reserve the right to cancel orders that we believe to be fraudulent or constitute a misuse of a promotional or marketing activity or where an error has occurred including but not limited to errors relating to pricing.
5.1 Please note that in some cases, we accept orders as agents on behalf of third party sellers. The resulting legal contract is between you and that third party seller, and is subject to the terms and conditions of that third party seller, which they will advise you of directly. You should carefully review their terms and conditions applying to the transaction.
5.2 We may also provide links on our site to the websites of other companies, whether affiliated with us or not. We cannot give any undertakingor warranty that products you purchase from third party sellers through our site, or from companies whose website we have provided a link to on our site, will be of satisfactory quality, and any such undertaking or warrantis DISCLAIMED by us absolutely. This DISCLAIMER does not affect your statutory rights against the third party seller. We will notify you when a third party is involved in a transaction, and we may disclose your customer information related to that transaction to the third party seller.
The content on our site is the property of Edify Limited, its affiliates or its content suppliers and is protected by local and international laws including copyright, authors' rights and database right laws. The compilation of all content on this website is exclusive property of ours and our affiliates. You may not (whether systematically or otherwise) extract and/or re-utilise the content(or any part thereof) on our site without our prior written consent. Without limiting the foregoing, you may not utilise any data mining tools, robots, or similar data gathering and extraction tools to extract (whether once or many times) for re-utilisation any part of our site, without our prior written consent. Our site and its URL, Edify, We Fuel Learning, the Edify logo and other marks used on our site are trademarks or registered trademarks of Edify Limited. Edify's trademarks and trade dress may not be used in connection with any product or service that is not Edify's, in any manner that is likely to cause confusion or in any manner that disparages or discredits Edify. All other trademarks not owned by Edify that appear on our site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Edify.
We will endeavour to deliver your Products within the delivery times as set out in the Order Confirmation or, if no delivery date is specified, then within a reasonable periodfrom the date of the Order Confirmation, unless there are exceptional circumstances. If a product is found to be incorrectly addressed by us, we will be responsible for the re-delivery or replacement of the product or refund of your payment for the product. If you have given an incorrect or insufficient address, we will not give a refundof your payment for the product, but will re-deliver or replacethe product provided that all costs associated with, and responsibility for, correcting the delivery will be borne by you.
8.1 The Products will be at your risk from the time of delivery to you.
8.2 Title and ownership of the Products will only pass to you when we receive full payment of all sums due in relation to the Products, including delivery charges.
9.1 The price of any Products will be as quoted on our site from time to time, except in cases of error.
9.2 These prices include GST but exclude delivery costs, which will be added to the total amount due as indicated or as set calculated by our shipping calculator.
9.3 Prices are liable to change at any time, but changes will not affect orders in respect of which we have already sent you an Order Confirmation.
9.4 It is possible that, despite our reasonable efforts, some of the Products listed on our site may be incorrectly priced. We usually verify prices as part of our despatch procedures, and where a Product's correct price is less than the stated price on our site, we will charge the lower amount when dispatching the Product to you. If a Product's correct price is higher than the price stated on our site, we will , at our discretion, either contact you for instructions before dispatching the Product, or reject your order and notify you of such rejection.
9.5 We are under no obligation to provide the Product to you at the incorrect (lower) price, even after we have sent you an Order Confirmation, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mis-pricing.
9.6 Payment for all Products must be by credit card. We accept payment with Visa or MasterCard. We will not charge your credit card until we despatch your order.
10.1 To the maximum extent permitted by law and save for the express written terms in these terms and conditions, all express or implied terms, conditions, warranties, statements, assurances and representations in relation to the Products orthese terms and conditions are expressly excluded. If any of the exclusions or limitations set out in this clause are declared illegal or void or if there has been a breach of any term, condition, warranty, statement or assurance which cannot be excluded by this Agreement, then, to the fullest extent permitted by law, our entire liability and your exclusive remedy is limited to, at our sole discretion, the replacement of the Products or the supply of equivalent Products.
10.2 To the maximum extent permitted by law, our liability for losses you suffer as a result of us breaching these terms and conditions is strictly limited to the purchase price of the Product you purchased and any losses which are a foreseeable consequence of that breach. Losses are foreseeable where they could be contemplated by you and us at the time that your order is accepted by us.
10.3 We are not responsible for indirect or consequential losses (even if we are aware of the possibility of such loss or if such loss was otherwise foreseeable) howsoever caused and on any theory of liability, including without limitation, contract or tort (including negligence), arising during, as a result of, or in connection withany Contract between us and you, including performance or non-performance of our obligations pursuant to any such Contract.Such indirect or consequential losses include but are not limited to: (a) loss of income or revenue (b) loss of business or business interruption (c) loss of profits or contracts (d) loss of anticipated savings (e) loss of, or harm to, data (f) loss of,or harm to, reputation, (g) waste of management or office time or (h) loss of opportunity,provided that this clause 10.3 shall not prevent claims for direct loss or damage in respect of the Product that fall within the terms of clause 10.1 or any other claims for direct loss.
10.4 Where you buy any Product from a third party seller through our site, that third party seller's liability will be pursuant to that third party seller's terms and conditions (if any).
There may be applicable laws that require some of the information or communications we send to you to be in writing. In relation to your use of our site, or transactions with us (whether or not through our site), you accept that communication with us may be mainly electronic. We may contact you by e-mail or provide you with information by posting notices on our site. For contractual purposes, you agree to such electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This does not affect your statutory rights.
All notices given by you to us must be given to Edify Limited, Level 1, 39 Woodside Avenue, Northcote, New Zealand. We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways referred to in clause 11 above. Notice will be deemed received and properly served immediately when posted on our site, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addresseeand the sender received a delivery confirmation that such e-mail was sent. For contractual purposes, you agree to receive communications from us electronically and you agree that all agreements, notices, information, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. This does not affect your statutory rights.
13.1 The Contract between you and us is binding on you and us and on our respective successors and permitted assigns.
13.2 You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations pursuant to it, without our prior written consent.
13.3 We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations pursuant to it, at any time during the term of the Contract.
14.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by any event outside our reasonable control ('Force Majeure Event').
14.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes (without limitation) the following: (a) strike, lock-out or other industrial action; (b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat of, or preparation for, war; (c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; (d) impossibility of use of railways, shipping, aircraft, motor transport or other means of public or private transport; (e) impossibility of use of public or private telecommunications networks; and (f) an act, a decree, legislation, regulation or restrictionby any government.
14.3 Our performance under any Contract is deemed to be suspended for the period of the Force Majeure Event, and we will have an extension of time for performance being the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.
15.1 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
15.2 A waiver by us of any default or breach of any of these terms or conditionsshall not constitute a waiver of any subsequent default or breach of that term or condition or any default or breach of any other term or condition.
15.3 No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
If any of these terms and Conditions or any of the provisions of a Contract is determined by any competent authority to be void, invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the other terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
17.1 These terms and conditions and any document expressly referred to in them represent the entire agreement between us and you in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us and you, whether oral or in writing.
17.2 Each of us and you acknowledge that, in entering into a Contract, neither of us or you has relied on any representation, undertaking or promise given by the other or implied from anything said or written in negotiations between us and you prior to such Contract except as expressly stated in these terms and conditions.
17.3 We rely upon these terms and conditions and any document expressly referred to in them in relation to the subject matter of any Contract. These terms and conditions and theprovisions of any document expressly referred to in these terms and conditionsmay only be varied in writing signed by duly authorised officers of each of us and you.
18.1 We have the right to revise and amend these terms and conditions from time to time for any reason at our sole discretion including, without limitation,changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant legislationor regulation and changes in our system's capabilities.
18.2 You will be subject to our policies and these terms and conditions in force at the time that you order any Product from us, unless any change to those policies or those terms and conditions is required to be made, and applied to that order and any related Contract, by law or governmental authority (in which case those policies or those terms and conditions so changed will apply to that order and any such related Contract accordingly).If we notify you of such change to those policies or those terms and conditions seven working days before we send you the Order Confirmation,you agree that you would be deemed to have accepted that change, unless you notify us to the contrary before the end of seven working days from the date of receiptby you of the Product).
Contracts for the purchase of Products through our site and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by the law of Auckland, New Zealand, and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of Auckland, New Zealand.