1. Definitions

In these Terms, unless the context indicates otherwise, the following words have the meaning as set out below:

Signals NZ means Welt Group Limited (trading as Signals NZ);

Data means any non-public information and data provided by or through a Member to Signals NZ, including personal information, images and videos.

Customer means any person(s)who registers on the website to make enquiries about quotes and services provided by any Service Provider. Service Providers may also be Customers when enquiring about quotes or services provided by other Service Providers;

GST means goods and services tax under the Goods and Services Tax Act 1985, at the rate prevailing at the relevant time;

Member means either a Customer or Service Provider;

Membership means any a Service Provider or Customers membership with Signals NZ to which these Service Termsapply;

Mobile Application means any Android, IOS or other platform application designed for use on a mobile or tablet device released by Signals NZ in order to assist in the access and use of the Website and the Services;

Privacy Policy means our privacy policy;

Services means any services offered by Signals NZ from time to time including but not limited to Service Provider matching, Profiles, account servicing, message boards, SMS alerts, and any other service that Signals NZ may offer through its Website from time to time; (digital platform that enables Customers to arrange the delivery of services from Service Providers.)

Preferred Service Provider means being selected by a Customer to communicate with them in regard toa posted job;

Service Terms means these terms and conditions, as amended from time to time, which govern the access or use of applications, websites or content;

Service Provider means a Service Provider registered on the website to provide professional quotes and services to Customers and Service Provider has a corresponding definition;

Service Request has the meaning given to it in clause 7.1;

Signals means Signals NZ matches the Customer’s Service Request with multiple Service Providers by sending the relevant Service Providers a signal and a Signal can be purchased for a fee by Service Providers;

Tax includes any tax, withholding, charge, rate, duty, sales tax (including GST) or any similar tax imposed by any authority, together with any related interest, penalty, fine, expense and other statutory charge, but does not include any income tax imposed on net income, capital gains tax or land tax

Website means the website located at https://signalsnz.com or any related services (blogs, website or SMS-based).

The plural includes the singular, and vice versa

 

 

2. Acceptance of Terms

 

Your access and use of the Services and the website constitutes your agreement to be bound by the Service Terms and establish a contractual relationship between Signals NZ (“we,” or “us”) and Members (“you,” or “your”).  By accessing and using the Services and the Website you agree further that:

a) you are eighteen (18) years of age or older and you have the right, authority and capacity to enter into these Service Terms;

b) where your access and use is on behalf of an entity, you confirm that you are authorised to, and do in fact, agree to these Service Terms on that entity’s behalf and that, by agreeing to these Service Terms on that entity’s behalf, that entity is bound by these Service Terms;

c) if you are a Customer, you live in New Zealand or have permission from any associated entity;

d) if you are a Service Provider, be a resident or citizen of New Zealand, or a New Zealand entity.  

 

 

3.   Changes and amendments

 

These Service Terms (including any policies or additional terms related to the Services) may be changed, amended or updated at any time at the sole discretion of Signals NZ. Any changes to these Service Terms will be effective immediately upon publishing the amended Service Terms on the Website. You are responsible for ensuring you are familiar with the latest Service Terms. Your continued access and use of the Website and Services represents your agreement to be bound by the Service Terms as amended from time to time.

 

 

4. Registration and Access to the Website

 

4.1	You must register on the website to enable you to use and access the Services, and in doing so, you will be required to disclose all Member account details and other information requested by us.

4.2	You agree to maintain accurate, complete and up-to-date personal information and other details when registering with us.

4.3	Signals NZ reserves the right to decline an application to register as a Member at any time for any reason.

 

 

5. Service Provider Obligations

 

5.1	You agree to enter your credit/debit card details when subscribing for a Membership to the Website. You agree to select the preferred option of payment frequency and we will attempt to charge your credit/debit card at the chosen frequency. This charge will continue until you unsubscribe.

5.2	You agree to quote on services to our Customers only if those services can be provided.

5.3	You will only provide quotes to Customers that are accurate, current, complete, and include all relevant information about your terms for the delivery of the service and payment.

5.4	You must quote in New Zealand dollars. If you are GST registered, you must include GST in the price.

5.5	You agree to accept a Signal if you have current capacity, resources and skills to complete the requested work.

5.6	All Service Providers must exercise the degree of skill, diligence, prudence and foresight which would reasonable and ordinarily be expected from a skilled and experienced person engaged in the same type of activity, under the same or similar circumstances.

5.7	You must not attempt to avoid fees; such conduct may result in Signals NZ suspending or terminating your Membership at the discretion of Signals NZ.

5.8	You agree to your name or the name of your entity and contact details being supplied to the Customer in respect of a Service Request.

5.9	You agree that the Membership Fee is deducted from your nominated debit/credit cards at the frequency chosen by you.

5.10	You agree that the fee for the purchasing of a Signal can be deducted from your nominated debit/credit card at the time that the Signal is purchased.

5.11	Signals NZ does not guarantee that any Service Provider will have access to any particular job, or that the Service Provider will secure work from Signals they are allocated and purchase.

5.12	You agree that Signals NZ does not guarantee the Service Provider any minimum level of business under these Service Terms.

5.13	You agree that having a Signals NZ Membership does not remove Signals NZ’s right to limit or terminate your services.

5.14	You agree to abide by any promotions, specials or similar offered to Customers by Signals NZ, either through the Website or a third party.

5.15	You agree not to refer a Signalto a third party. Such referrals will incur youa monthly membership fee and the cost of purchasing a signal.

 

 

6. Customer’s obligations

 

6.1	You must only place a Service Request if you intend to pay for the relevant services and make prompt payment for any services you make use offrom a Service Provider.

6.2	If you choose to use the services of a listed Service Provider, you warrant and represent that you have the legal right to enter into any terms or conditions of the Service Provider.

6.3

You agree that when you post a Service Request on the Website, multiple Service Providers may be provided with your name and contact information and may make contact with you. The personal contact details of the Customer will remain private until a Service Provider purchases the signal, requests the contact details of the relevant Customer, and the Customer allows the Service Provider access to their contact details.

6.4	By disclosing contact information on the Website, or by submitting a Service Request, you expressly consent to being contacted by us, using the contact information provided. For further information on our use of your information, please see our Privacy Policy.

6.5	By disclosing contact information on the Website, or by submitting a Service Request, you expressly consent to receive communication relating to your registration, account, promotions, marketing and other updates regarding our Services and Website.

6.6

You undertake that all information you provide will be accurate, current and correct. If you provide any information that is found to be inaccurate, untrue, or false, or if Signals NZ has reasonable grounds to suspect that such information is inaccurate, untrue or false, Signals NZ has the right to refuse any current or future use of the Signals NZ Services or Website (or any portion thereof) by you.

6.7

You must not post a job with the intention of targeting the Service Provider for any other purpose other than completing a specific job. If you would like to target the Signals NZ database of Service Providers or Customers for other reasons, including (i) recruiting staff, (ii) advertising your products, (iii) any other reason, then you must contact Signals NZ to discuss other options.

6.8

If you have any intention to recruit or hire staff, employ or contract services on a full time, part time, permanent, fixed term or casual basis or engage with a Service Provider over an extended period of time, you must contact us to enter into a variation to these terms and conditions. You must not recruit or hire staff employ or contract services on a full time, part time, permanent, fixed term or casual basis or engage with a Service Provider over an extended period of time without prior written approval from Signals NZ.

 

 

7. Signals NZ Services

 

7.1	Signals NZ provides Services enabling Customers to request quotes from Signals NZ Service Providers (Service Request).

7.2

Upon entering your information and a Service Request on the Website, we will provide you with a list of professionals in your area (if any) who have expressed an interest in providing a quote and fulfilling your job requirements. You will be notified of interest in your enquiry from Service Provider directly. While we will do our best, we do not guarantee that we will be able to match your service needs with a Service Provider or that there are Service Providers in your area that are capable of or willing to complete your Service Request.

7.3

Upon entering your information and a Service request on the Website, we will send your request to the Service Provider. You will be notified if the Service Provider accepts your request to connect. While we will do our best, we do not guarantee that your preferred Service Provider will accept your Service Request or that the Service Provider is capable of, or willing to complete your Service Request.

 

 

8. Use and Access of Services and Website

 

When using and accessing the Services and Website you acknowledge and agree that:

8.1

Subject to you complying with these Service Terms, we grant you the non-exclusive right to access and use the website for the sole purpose of accessing and using these Services. You are entirely responsible for procuring a method of accessing the website. You are responsible for all fees and charges with accessing the website and procuring a network sufficient to provide stable access to the website.

8.2	All requests, communications, emails, correspondence and quotations made through Signals NZ must be made in good faith and must not contain any offensive, insulting, defamatory or inappropriate language;

8.3	You agree to comply with all applicable laws when accessing or using the Services and you may only access or use the Services for lawful purposes;

8.4

If, following a Service Request, a quote made by a Service Provider is accepted by the Customer, then a contract will be formed between the Service Provider and Customer directly. Signals NZ is at no time or in no way a party to any contract between the Customer and Service Provider and we are not to be included or mentioned in any such contract.

8.5

We provide a platform to introduce Members who want to request and provide services. We do not take any part in the provision of such services other than by providing the Services made available on our Website. Nothing in these Terms is intended to create any partnership, employment relationship, agency, or joint venture with Signals NZ, any Customer and/or any Service Provider.

8.6	Upon using and accessing the Services and Website, you acknowledge and agree that we will use all reasonable endeavours to assist you in having a good experience, but we are not responsible for performance of any Service Provider that you may use.

8.7	You must not damage, interfere with or harm the website or Services, or any network, or system underlying or connected to them, or attempt to do so;

8.8	You may not use a robot, spider, scraper or other automated means to access or use the Website, Services or information featured on the Website for any purpose;

8.9

You must not list any personal information within the description of your Member profile in the Service Request. However, if you are a Service Provider, you may enter your appropriate contact details in the relevant contact detail fields to be used when you have been chosen as a preferred Service Provider; and

8.10	All Tax obligations are the responsibility of the Service Providers and/or the Customer (as the parties determine).

 

 

9. Acknowledgments

 

You acknowledge that

9.1	we do not guarantee or make representations regarding the skills or representations of any Service Provider using our Website or the quality of the job that he or she may perform for you if you elect to retain their services;

9.2	we do not endorse or recommend the services of any particular Service Provider; and

9.3	the Service Provider are not employees or agents of Signals NZ.

 

 

10. Service Provider Fees:

 

10.1	Signals NZ's current fees include subscription fees and fees for Signals, these fees are listed on our membership page on the Website.

10.2	Subscriptions are paid for on a subscription basis in advance, and refunds will not be given. If you setup an online agreement to pay us on a regular basis, we will automatically take payment up to three (3) days before the renewal date of your Membership.

10.3	Signals are paid for by automatically charging your debit/credit card at the time of purchasing the Signal. Before purchasing a Signal, you should review Signals NZ's fees to ensure you are aware of the fees that you will incur.

10.4	You may cancel your Signals NZ Membership in the membership section of the Website. Signals NZ will not be responsible to you or any third party for any losses or costs that may result or arise out of you not updating or cancelling your Signals NZ Membership prior to the renewal date.

10.5

From time to time Signals NZ may change its Membership and Signals prices and features. If you do not cancel before your scheduled Membership renewal, or you continue to purchase Signals you are deemed to have agreed to the new price. In the event that we introduce a new Service, the fees for that Service are effective at the launch of the Service, unless otherwise stated.

10.6

A credit/debit card service is provided to allow Service Providers to pay for fees for their subscription services and fees associated with the purchasing of signals. Service Providers are required to provide a valid debit or credit card before they can purchase new Signals. You can use the form available on the contact page of the Website if you have any credit or debit card issues or questions.

10.7

Signals NZ uses Stripe to hold and process your credit and debit card details. You agree that Signals NZ has the right to charge your credit/debit card held by Stripe. All fees are charged to your card on the due date of payment or at the time of purchase of a Signal and we reserve the right to retry any failed transactions at a later date.

10.8	Should any payment method you use fail or later be reclaimed by the bank or card issuer, you agree to pay any costs incurred by us a $10 +GST administration fee.

10.9	Signals NZ reserves the right to take action against you to recover outstanding debt. You are liable for all expenses (including but not limited to court costs, legal fees, collection agency fees, and a $200.00 administrative fee) that Signals NZ incurs in collecting that debt.

10.10

Credits for fees may be offered in certain circumstances at the sole discretion of Signals NZ.

10.11

You must be authorised by the company or individual for which you are creating an account. Unauthorised registration of a company or individual in relation to whom you do not have permission will be considered fraudulent behaviour, which may result in regulatory fines, penalties and/or referring the matter to the police.

10.12

While Signals NZ has systems in place to reduce the risk of credit/debit card fraud, Signals NZ is not responsible for protecting Service Provider nor Customers from credit card fraud. Signals NZ's fraud protection systems may from time to time block legitimate credit card payments. In these cases payment will need to be made by other means.

10.13

All jobs posted on the Website must be for specific work to be completed. Jobs which are posted that contain non-specific details (including advertising or recruitment) may be subject to additional charges at the discretion of Signals NZ.

10.14

All fees are in New Zealand Dollars (NZD) and are exclusive of GST unless otherwise stated.

10.15

All fees charged by Signals NZ must not bedirectly charged to the Customer and doing so may result in the Service Provider's account being terminated.

 

 

11. Intellectual Property

 

11.1	We grant you a limited, revocable at will, and non-exclusive licence to use the Website in accordance with these Service Terms.

11.2

You agree that title to, and all intellectual property in, the Website and all text reviews, feedback, graphics, logos, button icons, images, audio clips, software, mobile applications and all underlying systems are the property of Signals NZ (and/or our licensors). Nothing in these Terms transfers that ownership and you agree to not dispute our ownership of such items at any time.

11.3

You grant us a worldwide, non-exclusive, fully paid up, transferable, perpetual, irrevocable, sub-licensable, licence to use, store, copy, modify, translate, make available and communicate the Data for any purpose connected with our business, including the exercise of our rights and performance of our obligations under these Service Terms, providing the Website and Services, and for marketing purposes.

11.4	To the extent not owned by us, you grant us a worldwide, non-exclusive, fully paid up, transferable, perpetual, irrevocable licence to use any know how, techniques, ideas, methodologies used or discovered by us in the provision of the Website.

11.5

Members may not, without out prior written approval by Signals NZ, in any form or by any means: (a) adopt, reproduce, copy, store, distribute, print, display, perform, publish or create derivative works from any part of the Website; or (b) commercialise, copy or on sell any information, or items obtained from any part of the Website except to the extent permitted by these Service Terms.

11.6	marks: "Signals NZ" are a registered marks of Welt Group Limited

 

 

12. General:

 

12.1

You expressly understand and agree that your use of the Services and Website is at your sole risk. The Website and Services are provided on an as is and as available basis. To the maximum extent permitted by law, Signals NZ disclaims and excludes all implied conditions or warranties, including, any warranties of merchantability, fitness for a particular purpose, and non-infringement.

12.2	Signals NZ does not warrant that: (a) the Website or Services provided will be uninterrupted, timely, secure, or error free; or (b) that any information provided on the Website is error-free or reliable.

 

 

13. Members:

 

13.1

Signals NZ does not make any representations or warranties that Members are appropriately licensed, free of bankruptcies or civil or criminal legal judgments, or carry appropriate general and public liability insurance either at the time of registration, during the period they are Members, or thereafter.

13.2	Signals NZ takes no responsibility or liability for any misconduct of any of its Members including Members that have registered under false pretences or who attempt to defraud you.

13.3	Signals NZ advises you to satisfy yourself as to the accuracy of the information provided by each Member.

13.4	No information that is obtained by you from Signals NZ or anyone else shall create any warranty by Signals NZ that is not expressly stated in the Service Terms.

 

 

14. Liability and Indemnities

 

14.1	You acknowledge that Signals NZ cannot guarantee, without limitation, the continued availability, description, representation, capability, quality, safety or fitness for purpose of any Service Provider on the Website.

14.2	To the maximum extent permitted by law, Signals NZ gives no undertakings, representations, or warranties and excludes all liability in relation to services requested by a Customer or quoted by a Service Provider, including:

 

 

Liability: 

You agree that, to the maximum extent permitted by law, any liability and responsibility of Signals NZ to you or any other person in connection with these Service Terms, the Services or this Website, is excluded regardless of whether such liability arises in contract, tort (including negligence), equity, breach of statutory duty or otherwise. Signals NZ's liability and responsibility is excluded in respect of any and all loss or damage, whether direct or indirect, including loss of profits, loss of data, loss of business, general and special damages, and consequential and incidental loss.

Indemnity: 

You  fully indemnify Signals NZ from any loss suffered whatsoever including any reasonable legal fees, costs and expenses when you use false information, including name, phone number, address or email address which conduct is fraudulent and could result in costs and damages to Signals NZ Service Provider, including the loss of time, effort and expenses responding to and pursuing such false information and requests, and further, could result in regulatory fines and penalties. 

You agree to release, indemnify and keep us indemnified from and against all actions, claims, costs (including legal costs and expenses), losses, proceedings, damages, liabilities, or demands suffered or incurred by us to any person arising out of or in connection with your failure to comply with these Service Terms, your failure to complete the services requested, or arising out of any content or item you submit, post, transmit, or make available through the Services.

 

 

15. Cancellation and Termination

 

15.1	You are entitled to cancel your subscription with Signals NZ at any timeby accessing the ‘my billing,’ pagethrough the Website.

15.2	We may terminate your membership with Signals NZ immediately by written notice to you (including email) at any time without giving any reason.

15.3

Should you breach these Service Terms or where Signals NZ considers in its sole discretion as appropriate andwithout limiting any other rights and remedies available to Signals NZ, we may limit your activities on the Website, remove your requests or account details, warn other Members of your actions, issue a warning to you, suspend or terminate your Membership, or refuse to provide our Services to you.

15.4

If your membership is cancelled or terminated, your account will be deactivated, and all of your rights granted under these Service Terms will immediately come to an end (except to the extent that it is necessary for them to continue in respect of our ongoing storage of Data up to the date of permanent deletion). You shall pay Signals NZ all outstanding fees at the date that your membership is cancelled. We are not liable for any loss following, or as a result of, cancellation or termination of your account.

 

 

16. DisputeResolution

 

Any disputes which arises between  you and Signals NZ out of or in relation to these Service Terms: 

(a) that party claiming the dispute has arisen must give written notice to the other specifying the nature of the dispute;

(b) the parties will endeavour, in good faith, to negotiate a resolution of the dispute;

(c) if the dispute is not resolved within ten (10) business days of written particulars being given (or any longer period agreed to by the parties), either party may refer the dispute to mediation by a mediator jointly agreed by the parties, or if the parties are unable to agree, selected by the President of the Auckland District Law Society. The costs of the mediation shall be shared equally between the parties unless otherwise agreed in the course of mediation; and

(d) no party may commence other legal proceedings, except an application for urgent interlocutory relief, without using the above mediation procedure first, and then only if the dispute has not been resolved within twenty (20) business days of the appointment of the mediator.

Nothing in this clause 15 precludes either party from taking immediate steps to seek urgent interlocutory or equitable relief before a court of competent jurisdiction.

Pending resolution of the dispute, these Service Terms remain in full force and effect without prejudice to either parties’ rights and/or remedies.

 

 

17. Variations

 

17.1	From time to time the parties may negotiate terms and conditions that are different or additional to those contained in this Agreement.

17.2	Any such additional terms and conditions will only be effective where they are recorded in writing as a separate agreement to these Service Terms and agreed and signed by both parties.

17.3

Once the parties have agreed to the additional terms and conditions I accordance with clause 17.2 above, the engagement agreement will become part of the Agreement. To the extent that any terms and conditions contained in the engagement agreement are inconsistent with any terms or condition in these Service Terms, the terms and conditions in the engagement agreement will apply.

 

 

18. Miscellaneous

 

18.1	Waiver: Our failure to enforce any rights or obligations of these Service Terms will not be deemed to be a waiver of any rights or obligations it has under these Service Terms.

18.2

Severability: If any part or provision of these Service Terms is or becomes illegal, unenforceable, or invalid, the part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If a modification is not possible, the part or provision must be treated for all purposes as severed from these Service Terms and the remaining terms are binding.

18.3	Force majeure: We are not liable to you for any failure to provide the Website, the Services, or to otherwise perform our obligations under these Terms, to the extent the failure is caused by something beyond our reasonable control.

18.4

Assignment: You may not assign or transfer any right or obligation under these Terms without our prior written consent. We may, assign, transfer or novate any or all of its rights and obligations under these Service Terms to any related or successor entity (including any entity that acquires all or any part of our business or assets).

18.5	Governing law: The laws of New Zealand will govern any disputes arising out of or relating to use of the service or these Service Terms. You submit to the non-exclusive jurisdiction of the courts of New Zealand in relation to any dispute connected with these Service Terms.