1. APPLICATION OF TERMS
1.1 These Terms apply to your use of The Good Source (as that term is defined below). By clicking I agree:
- you agree to these Terms; and
- where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorised to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms.
1.2 If you do not agree to these Terms, you are not authorised to access and use The Good Source, and you must immediately stop doing so.
2.1 We may change these Terms at any time by notifying you 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. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use The Good Source from the date on which the Terms are changed, you agree to be bound by the changed Terms.
2.2 These Terms were last updated on 15/11/2022.
In these Terms:
Confidential Information means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the provision and use of The Good Source. Our Confidential Information includes Intellectual Property owned by us (or our licensors), including the The Good Source Software. Your Confidential Information includes the Data.
Data means all data, content, and information (including personal information) owned, held, used, or created by you or on your behalf that is stored using, or inputted into, or collected through your use of The Good Source.
Documentation means the user and technical documentation designed to enable you to properly use and operate the Hardware including the description of the Hardware on the Websites, and includes any update of the documentation.
Force Majeure means an event that is beyond the reasonable control of a party, excluding:
- an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or
- a lack of funds for any reason.
Hardware means any hardware purchased by you from us. Hardware Services means The Good Source Web Services that assist you to configure and manage Hardware.
Intellectual Property Rights includes copyright and all rights existing anywhere in the world conferred under statute, common law, or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.
Loss includes loss of profits, savings, revenue, or data (including Data), and any other claim, damage, loss, liability, and cost, including legal costs on a solicitor and own client basis.
Permitted Users means any person (e.g. your personnel, family members or household members) who have installed The Good Source application on their device that is managed under your account or that you authorise to access and use The Good Source Web Services under your account or manage The Good Source account on your behalf.
A person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity.
personal information means information about an identifiable, living person.
Personnel includes officers, employees, contractors, and agents, but a reference to your personnel does not include us.
The Good Source means the services and applications having the core functionality described on the Websites, as the Websites are updated from time to time, including the The Good Source Web Services, our DNS, our DNS over HTTPS services, and our mobile and desktop apps.
The Good Source Software means the mobile and desktop applications and software owned by us (and our licensors) that is used to provide The Good Source either on the device or on the servers providing The Good Source internet.
The Good Source Web Services means the websites at dashboard.thegoodsource.net, including all services accessible via those sites.
Sales Tax means sales tax, goods and services tax, value added tax, or equivalent tax payable under any applicable law.
Start Date means the date that you set up an account to use The Good Source or first access or use The Good Source, whichever is the earlier.
Subscription Fees means the applicable subscription fees set out on our pricing page on the Website at https://www.thegoodsource.net/#plans or as agreed otherwise in writing between you and us, as may be updated from time to time in accordance with clause 6.6.
Subscription Version means a version of The Good Source for which Subscription Fees are payable.
Third Party Charges means any fees charged to you by third parties in relation to your transaction, including any taxes, duties, or other liabilities imposed by any governmental agency (including any customs duty), credit card transaction fees, and foreign currency conversion fees.
Underlying Systems means the The Good Source Software and the IT solutions, systems, and networks (including software and hardware) used to provide The Good Source Web Services, including any third party solutions, systems, and networks.
We, us, or our means Family ISP Ltd Trading as The Good Source, a New Zealand company, company number 8215676.
Websites means the internet sites at thegoodsource.net, including all subdomains or such other site notified to you by us.
Year means a 12-month period starting on the Start Date or the anniversary of that date.
You or your means you, or, if clause 1.1b applies, both you and the other person on whose behalf you are acting.
Words in the singular include the plural and vice versa.
A reference to a statute includes references to regulations, orders, or notices made under or in connection with the statute or regulations and all amendments, replacements, or other changes to any of them.
4. PROVISION OF The Good Source
4.1 We must use reasonable efforts to provide The Good Source:
- in accordance with these Terms and applicable law;
- exercising reasonable care, skill and diligence; and
- using suitably skilled, experienced, and qualified personnel.
4.2 Our provision of The Good Source to you is non-exclusive. Nothing in these Terms prevents us from providing The Good Source to any other person.
4.3 We must use reasonable efforts to ensure The Good Source Web Services are available on a 24/7 basis. However, it is possible that on occasion The Good Source Web Services may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. We must use reasonable efforts to publish on the Website and/or notify you by email advance details of any unavailability.
6. SUBSCRIPTION FEES
6.1 This clause 6 applies if you have subscribed to the Subscription Version of The Good Source.
6.2 The Subscription Fees will be charged to your valid debit/credit card in advance of each monthly billing period.
6.3 Unless you cancel your right to use the Subscription Version prior to the end of the monthly billing period in accordance with clause 14.1a, at the end of each Subscription Period we will automatically roll over your subscription for a further month.
6.4 The Subscription Fees exclude Sales Tax, which you must pay in addition to the Fees (if applicable).
6.5 If we are unable to collect the Subscription Fees from your debit/credit card for any reason, including where your card has expired or there are insufficient funds, you remain responsible for any uncollected amounts and we may suspend or cancel your access to The Good Source without giving you notice.
6.6 We may increase the Subscription Fees with effect from the start of a monthly billing period by giving at least 30 days’ notice. If you do not wish to pay the increased Subscription Fees, you may terminate these Terms in accordance with clause 14.1a. If you do not terminate these Terms in accordance with clause 14.1a, you are deemed to have accepted the increased Subscription Fees.
7. HARDWARE AND HARDWARE SERVICES
7.1 This clause 7 applies if you purchase Hardware from us.
7.2 If you purchase Hardware, we will make the Hardware Services available to you at no additional charge. We may discontinue or terminate your rights to access and use the Hardware Services by giving not less than 6 months’ notice the Website and/or by email.
7.3 When you place an order for Hardware:
- you confirm that: (i) you are aged 18 years or over; (ii) you are legally entitled to purchase that Hardware; and (iii) you are bound by these Terms in relation to that order, subject to our acceptance of that order;
- you are making an offer to buy the Hardware, and we are not bound by that order until we have accepted it;
- our acceptance of your order occurs when we issue you a confirmation email of receipt of your order or ship the Hardware to you; and
- you may not cancel or alter any order that we have accepted, in whole or in part, without our prior written consent.
7.4 On placing an order for the Hardware, you must pay via a valid credit card:
- the price including shipping and handling charges for the Hardware stated on the Website;
- Sales Tax (if applicable); and
- any applicable Third Party Charges.
7.5 We reserve the right to accept or reject your order in whole or in part, or to cancel any order that we have accepted in whole or in part at any time prior to shipment of the Hardware, for any reason, including where the Hardware is unavailable, there is an error in the price or the description of Hardware on the Website, or an error in your order, or if we have not received payment in full. If we cancel an order in whole or in part after we have accepted it, we will notify you of the cancellation by email and will refund your payment in accordance with clause 7.13 but will have no other obligations to you in respect of the order (or the cancelled part of the order, as applicable).
7.6 Any time stated for delivery is an estimate only. We are not liable to you or any other person for any failure to meet a stated time for delivery.
7.7 Risk in the Hardware passes to you when we deliver the Hardware to your designated delivery address in accordance with these Terms (whether or not you take delivery).
7.8 If the Hardware is lost or damaged in transit, please contact us at firstname.lastname@example.org. We will use this delivery information to make a claim against our courier company. We will offer you the choice of a replacement or a refund, once we have received confirmation from our courier company that delivery was not successful.
7.9 Title in the Hardware passes to you on the later of delivery and payment in full.
7.10 We will refund to you the amount that you have paid for the Hardware, excluding Third Party Charges, only:
- if we have received payment from you for an order (or part of an order) that we do not accept or that we cancel;
- as set out in clause 7.13; or
- as required by applicable law.
We will remit any amounts payable by us to you by crediting the debit/credit card from which your payment was made.
7.11 To the extent permitted under applicable law, our warranties for Hardware are limited to the Hardware Warranty.
7.12 The Hardware Warranty does not apply to Hardware:
- from which the serial number has been removed or defaced;
- where the seals have been broken, tampered with or installed incorrectly (other than by us); or
- that has become defective as a result of: (i) accident, misuse, abuse, damage cause by sand, dirt, water, liquid, impact or battery corrosion or other external causes; (ii) failure to follow the usage instructions for the Hardware in the Documentation (including by being operated outside the usage parameters stated in the Documentation); (iii) failure to follow the servicing guidelines for the Hardware in the Documentation; (iv) use with parts not manufactured or sold by us; or (v) modification or service by anyone other than us or our authorised service agents.
7.13 If the Hardware does not meet the Hardware Warranty, we will, at our cost and option, repair or replace (which may be with a reconditioned unit of like condition), or refund or offer to you a reduction in the price that you have paid to us for the Hardware.
7.14 Any repair, replacement, or refund under clause 7.13 is conditional on you returning the Hardware to us.
7.15 If you believe that the Hardware that does not meet the Hardware Warranty, please contact us at email@example.com.
7.16 We make no representation or warranty that the Hardware, your purchase of the Hardware, any use of the Hardware is legal or appropriate in all countries or that the Hardware is available for use in all countries. You are responsible for ensuring that your purchase, importation, and use of the Hardware is not illegal or prohibited, and for your own compliance with applicable local laws.
8. YOUR OBLIGATIONS
8.1 You must:
- use The Good Source and any Hardware in accordance with these Terms solely for: (i) your own personal or internal business purposes; and (ii) lawful purposes; and
- not resell or make available The Good Source or any Hardware to any third party for commercial purposes, or otherwise commercially exploit The Good Source.
8.2 When accessing The Good Source Web Services, you and your Permitted Users must:
- not impersonate another person or misrepresent authorisation to act on behalf of others or us;
- correctly identify the sender of all electronic transmissions;
- not attempt to undermine the security or integrity of the Underlying Systems;
- not use, or misuse, the The Good Source Web Services in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the The Good Source Web Services; and
- not attempt to view, access, or copy any material or data other than: (i) that which you are authorised to access; and (ii) to the extent necessary for you to use The Good Source Web Services in accordance with these Terms.
8.3 A breach of any of these Terms by a Permitted User is deemed to be a breach of these Terms by you.
9.1 You acknowledge that:
- we may require access to the Data to exercise our rights and perform our obligations under these Terms; and
- to the extent that this is necessary but subject to clause 11, we may authorise a member or members of our personnel to access the Data for this purpose.
9.2 You must arrange all consents and approvals that are necessary for us to access the Data as described in clause 9.1.
9.3 You acknowledge and agree that:
- we may: (i) use Data and information about your and your Permitted Users’ use of The Good Source to generate anonymised and aggregated statistical and analytical data (Analytical Data); and (ii) use Analytical Data for our internal research and product development purposes and to conduct statistical analysis and identify trends and insights;
- our rights under clause 9.3a above will survive termination of expiry of the Agreement; and
- title to, and all Intellectual Property Rights in, Analytical Data is and remains our property.
9.4 You acknowledge and agree that to the extent Data contains personal information and that:
- in collecting, holding, and processing that information through The Good Source, we are acting as your agent for the purposes of the New Zealand Privacy Act 2020 (Act) and as an agent, service provider, or data processor (as applicable) under any other applicable privacy law. You must obtain all necessary consents from the relevant individual to enable us to collect, use, hold, and process that information in accordance with these Terms;
9.5 You agree that we may store Data (including any personal information) in secure servers in the United States of America, Australia, and New Zealand, and may access that Data (including any personal information) in those countries and New Zealand from time to time.
10. INTELLECTUAL PROPERTY
10.1 Title to, and all Intellectual Property Rights in, The Good Source, the Websites and all Underlying Systems, and all Intellectual Property Rights in the Hardware, is and remains our property (and our licensors’ property). You must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.
10.2 If you provide us with ideas, comments, or suggestions relating to The Good Source, the Hardware or the Underlying Systems (together feedback):
- all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and
- we may use or disclose the feedback for any purpose.
11.1 Each party must, unless it has the prior written consent of the other party:
- keep confidential at all times the Confidential Information of the other party;
- effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and
- disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, clauses 11.1a and 11.1b.
11.2 The obligation of confidentiality in clause 11.1 does not apply to any disclosure or use of Confidential Information:
- for the purpose of performing a party’s obligations, or exercising a party’s rights, under these Terms;
- required by law (including under the rules of any stock exchange);
- which is publicly available through no fault of the recipient of the Confidential Information or its personnel;
- which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or
- by us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this clause 11.
12.1 Each party warrants that it has full power and authority to enter into, and perform its obligations under, these Terms.
12.2 To the maximum extent permitted by law:
- our warranties are limited to those set out in these Terms, and all other conditions, guarantees, or warranties, whether expressed or implied by statute or otherwise (including any warranty of merchantability or fitness for purpose), are expressly excluded; and
- we make no representation concerning the quality of The Good Source or the Hardware and do not promise that The Good Source or the Hardware will: (i) meet your requirements or be suitable for a particular purpose; or (ii) be secure, free of viruses or other harmful code, uninterrupted or error free.
12.3 If you acquire, or hold yourself out as acquiring, The Good Source or the Hardware for the purpose of a business, you agree that:
- to the maximum extent permissible by law, no consumer protection laws apply to the supply of The Good Source or the Hardware; and
- it is fair and reasonable that the parties are bound by this clause 12.3.
12.4 Where legislation or rule of law implies into these Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms. However, our liability for any breach of that condition or warranty is limited, at our option:
- for The Good Source, to: (i) supplying The Good Source again; (ii) paying the costs of having The Good Source supplied again; and/or (iii) refunding the applicable Subscription Fees; and
- for Hardware, the remedies set out in clause 7.13.
13.1 To the maximum extent permitted by law and except as set out in clause 7.11:
- you access and use The Good Source and the Hardware at your own risk; and
- we are not liable or responsible to you or any other person for any Loss under these Terms or in connection with The Good Source or the Hardware, or your access and use of (or inability to access or use) The Good Source or the Hardware. This exclusion applies regardless of whether our liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.
13.2 Except to the extent permitted by law, nothing in these Terms has the effect of contracting out of any consumer protection law that cannot be excluded. To the extent our liability cannot be excluded but can be limited, our liability relating to The Good Source will be limited to one month’s Subscription Fees and our liability relating to the Hardware will be limited to the purchase price of the Hardware.
13.3 To the maximum extent permitted by law and only to the extent clauses 13.1 and 13.2 of these Terms do not apply:
- our total liability to you in connection with these Terms, The Good Source and the Hardware will not exceed one month’s Subscription Fees plus, if you have purchased Hardware, the purchase price of the Hardware; and
- we will not be liable to you under or in connection with these Terms, The Good Source or the Hardware for any (i) loss of profit, revenue, savings, business, data and/or goodwill; or (ii) consequential, indirect, incidental or special damage or loss of any kind.
13.4 Clauses 13.1 to 13.3 do not apply to limit:
- our liability under or in connection with these Terms: (i) for personal injury or death; (ii) for fraud or wilful misconduct; or (iii) for breach of clause 12; or
- any liability that cannot be excluded by law.
13.5 Neither party will be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations under these Terms or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under these Terms, or by the negligence or misconduct of the other party or its personnel or Permitted Users.
13.6 Each party must take reasonable steps to mitigate any loss or damage, cost, or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with these Terms, The Good Source, or the Hardware.
14. TERM, TERMINATION, AND SUSPENSION
14.1 Unless terminated under this clause 14.1, these Terms and your right to access and use The Good Source starts on the Start Date and continues:
- for the Free Version, until: (i) you cancel your subscription to the Free Version; or (ii) we terminate your access to the Free Version under clause 5.5;
- for the Subscription Version, for successive monthly billing periods until a party gives at least 10 days’ notice that these Terms and your access to and use of The Good Source will terminate at the end of the then-current monthly billing period; and
- for the Hardware Services, until: (i) you cancel your account for the Hardware Services; or (ii) we discontinue or terminate your rights to access and use the Hardware Services under clause 7.2.
14.2 Either party may, by notice to the other party, immediately terminate these Terms and your right to access and use The Good Source if the other party:
- breaches any material provision of these Terms and the breach is not: (i) remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach; or (ii) capable of being remedied; or
- 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.
14.3 Termination of these Terms does not affect either party’s rights and obligations that accrued before that termination.
14.4 No compensation is payable by us to you as a result of termination of these Terms for whatever reason, and you will not be entitled to a refund of any Subscription Fees that you have already paid.
14.5 Without limiting any other right or remedy available to us, we may restrict or suspend your access to and use of The Good Source and/or delete, edit or remove the relevant Data if we consider that you or any of your Permitted Users have:
- undermined, or attempted to undermine, the security or integrity of The Good Source or any Underlying Systems;
- used, or attempted to use, The Good Source: (i) for improper purposes; or (ii) in a manner, other than for normal operational purposes, that materially reduces the operational performance of The Good Source; or
- otherwise materially breached these Terms.
15.1 Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure.
15.2 No person other than you and us has any right to a benefit under, or to enforce, these Terms.
15.3 For us to waive a right under these Terms, that waiver must be in writing and signed by us.
15.4 Subject to clause 9.4, we are your independent contractor, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under these Terms.
15.5 If we need to contact you, we may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to written communications. You may give notice to us under or in connection with these Terms by emailing firstname.lastname@example.org.
15.6 These Terms, and any dispute relating to these Terms or The Good Source, are governed by and must be interpreted in accordance with the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with these Terms or The Good Source.
15.7 Clauses which, by their nature, are intended to survive termination of these Terms, including clauses 10, 11, 13, 14.3 to 14.4 and 15.6, continue in force.
15.8 If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.
15.9 Subject to clauses 2.1 and 1.1, any variation to these Terms must be in writing and signed by both parties.
15.10 These Terms set out everything agreed by the parties relating to The Good Source, and supersede and cancel anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to The Good Source that is not expressly set out in these Terms, and no such representation, warranty or agreement has any effect from the Start Date.
15.11 You may not assign, novate, subcontract, or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld. You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer.