October 30, 2020
1. Introduction to Terms of Use and Website
1.1 Condition of Use: Use of and access to www.argentaglobal.com (in these terms of use, referred to as the ‘Website’) is subject to the following website terms and conditions (‘Terms of Use’). By accessing and using the Website you are deemed to have accepted these Terms of Use and our Privacy Policy which is incorporated by reference into these Terms of Use. Please read them carefully before using the Website. If you do not agree to these Terms of Use, you are not permitted to continue to access or use the Website and you must stop.
1.2 Purpose of Website: The Website is aimed at companies and not consumers and contains specific information and related documentation for viewing or downloading. The information on this Website is for general information only and nothing on this Website constitutes professional advice. While we use our best efforts to keep the information and content of this Website up to date, the information on this website is not intended as a substitute for your own research and advice. The Website is directed to users located in New Zealand. Content or products and services which are available on or through our Website may not be appropriate for use or available in other locations. Argenta has the right to discontinue the operation of the Website entirely or in part at any time. This Website is provided strictly on an “as is” and “as available” basis. Use of the Website is at your own risk.
2. Information about Argenta and how to contact us
2.1 Who we are: ‘Argenta’ is the trading name of Argenta Limited (New Zealand company number 1846126), of address 2 Sterling Avenue, PO Box 75 340, Manurewa 2102, Auckland, New Zealand. Our telephone number is +64 9-250 3100.
2.2 Website: This Website is owned and operated by Argenta for itself and on behalf of its related entities and affiliates (in these Terms of Use, we refer to all the Argenta entities in our corporate group as Argenta (‘we’ or ‘us’ and ‘our’), unless the context says otherwise.
2.3 How to contact us: You can contact us by telephoning or by writing to us at the address set out in clause 2.2 above or at email: globalcommunications@argentaglobal.com
3. Changes to these Terms of Use
3.1 Amendment of Terms of Use: We may amend or replace these Terms of Use at any time by updating them on the Website.
3.2 When amendments are binding on you: These Terms of Use are effective from the date set out at the top of them or, if later, the date that they are first uploaded onto the Website. We encourage you to review this Website from time to time to ensure you understand the latest changes.
4. Your use of our Website
4.1 Only lawful use permitted: You may only use the Website and the content on the Website for lawful personal purposes unless we provide express written consent.
4.2 What you must not do: You must not do any of the following:
4.2.1 use the Website or any content in any way that is unlawful, illegal or breaches our rights or any third party rights or upload or transmit any material to the Website that is inaccurate, unlawfully provided or misleading;
4.2.2 misuse our Website or use it in any way that infringes our rights or the rights of anyone else;
4.2.3 attack our Website via a denial-of-service attack or a distributed denial-of service attack, spam or introduce viruses, trojans, worms, logic bombs, or other material that is malicious or technologically harmful or which restricts anyone else’s enjoyment of our Website;
4.2.4 use any robot, spider, scraping device, deep link, or any other automatic tool or algorithm, or any manual process that performs the same function, to copy or use any content or any part of the content on the Website, or to reproduce or separately store or use such content;
4.2.5 do anything that imposes an unreasonable or disproportionately large load on the Website, or interferes or disrupts the Website or any network or website connected to the Website;
4.2.6 gain or attempt to gain unauthorised access to our Website, the server on which our Website is stored or any server, computer or database connected to our Website or breach the security of the Website, test or scan the vulnerability of the Website;
4.2.7 crawl, frame, edit, or make any unauthorised modifications to the Website;
4.2.8 copy, reproduce, republish, adapt, upload, link, post, frame, translate, transmit, broadcast or distribute any part of the Website or any content contained on the Website;
4.2.9 post, or transmit to the Website any abusive, threatening, harassing, obscene, defamatory, discriminatory, sexually explicit, false or misleading or otherwise inappropriate material; or
4.2.10 use the Website in any way that otherwise breaches these Terms of Use.
4.3 What you must do: In using the Website, you agree to:
4.3.1 only provide communications, comments, messages, blogs, feedback, suggestions, questions, ideas, artwork, images, product or marketing ideas and any other submissions (any of these, a ‘Submission’) which, if an opinion, you reasonably hold, and if anything else, you own or have the right to provide to us and which does not contain any HTML code, computer script or website URLs, availability, price or alternative ordering or delivery information; and
4.3.2 not use the Website unless you are 18 years of age or older.
5. You must keep your account details safe
5.1 If you create a user account with us via this Website, you must treat your confidential information as confidential in order to keep it safe. You must not disclose that information to any other person.
5.2 If you know or suspect that anyone other than you knows your username and password and they are not authorised by you to use it, you must promptly notify us by email: globalcommunications@argentaglobal.com
6. Intellectual Property
6.1 We own and control the IP: Unless otherwise indicated in these Terms of Use, we own, control or have the right to use all content on our Website and in the material published on it including the trade marks, sounds, images, text, software, data, software code, interfaces, website structure, videos, photographs, and copyright works and materials displayed on it, its layout and design, or any Submissions and the trade mark and logo ‘ARGENTA’ (‘our intellectual property rights’) and your rights are limited to the right to view these intellectual property rights and as expressly set out below.
6.2 Your rights of use: You may download and temporarily store one of more of these pages for the sole purpose of viewing on a personal computer or monitor. Otherwise you must not copy, display, modify, reproduce, store in a retrieval system, transmit (in any form or by any means), distribute, use for creating derivative works or use in any other way for commercial or public purposes any part of this Website without our prior written consent. We take our intellectual property rights seriously and will enforce our rights to the fullest extent permitted by applicable law. You must not use any part of the content on our Website for commercial purposes without first obtaining a written licence to do so from us or our licensors. You may draw the attention of others to our Website (but you must not modify any printed or digital copies of any pages of our Website or use any illustrations, photographs, trade marks, video or audio sequences or any graphics separately from any accompanying text). Our status (and that of any identified contributors) as the authors of content on our Website must always be acknowledged by you.
6.3 Reservation: Except for the rights of use and other rights expressly granted in these Terms of Use, no other rights are granted to you and all rights are reserved to Argenta. Any and all patent rights and licences are expressly excluded.
6.4 Our rights to use your Submissions: Argenta may, without charge, use any Submissions (as defined in clause 4.3.1 above, ideas or proposals stored by a user on the Website for the development, improvement and sale of its products and services. By submitting information, text, photos, graphics or other content to our Website you warrant that you have the right to use the same and you hereby grant us a worldwide, royalty free, irrevocable, sub-licensable, transferable right to use such materials and your Submissions at our own discretion (with or without attribution to you) in any media including, without limitation, the rights to edit, copy, reproduce, disclose, post and remove such materials from our Website. You further agree to execute all such documents and do all such acts and things as we may reasonably require in order to confirm the grant of such rights to us and you agree irrevocably to waive any moral rights you have in or to such materials including any Submissions. We, in our absolute discretion, reserve the right to not publish any Submission or to remove it, take any appropriate action if deemed necessary or remove reviews which relate to seasonal products which are no longer in season. Please let us know if you see any Submissions which do not comply with our rules. These Terms of Use also govern any Submissions you make on any Argenta-related third party website or pages such as our LinkedIn page, Twitter, YouTube, or social networking sites. All comments, images, videos and any other type of material posted on any third party social networking site do not necessarily reflect the opinions or ideas of us or our employees and we are not responsible for any such content to the maximum extent permitted by applicable law. In any event, all material posted on any third party social networking sites must comply with these Terms of Use as well as the third party social networking sites’ own terms of use, as applicable.
7. Links to and from other websites of third parties and our Website
7.1 Links for information only: Where our Website contains links to other websites, plugins, applications or resources provided by third parties, these links are provided for your information only and are not any indication of approval or endorsement by us of those linked websites or information that you may obtain from them. We have no control over the content or its accuracy of those other websites, plugins, applications or resources, or the quality of the products and services offered on them and we are not responsible for them of that such material does not infringe the rights of any person. If you choose to visit these third party websites you do so at your own risk and should make your own enquiries before relying on any content contained on them.
7.2 Your links to our Website: You may link to our Website, provided you do so in a way that is fair and legal and does not damage our reputation or take unfair advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part of you or any third party unless we have prior agreed to that in writing. We reserve the right to withdraw linking permission without advance notice to you.
8. Circumstances beyond Argenta’s reasonable control
8.1 Argenta will make every effort to perform its obligations under the contract. However, we cannot be held responsible for delays or failure to perform if such delay or failure is caused by any circumstances beyond our reasonable control. In the event of a delay, we will perform our obligations as soon as reasonably possible.
9. Limitation of liability
9.1 No warranties for certain items: You use the internet and the Website at your own risk. We do not warrant or guarantee:
9.1.1 that access to the Website will be uninterrupted or error free;
9.1.2 that any defects on the Website will be corrected immediately; or
9.1.3 that the Website will be free from viruses or bugs or other contamination or that it is secure.
To the extent permitted by applicable law, we reserve the right to interrupt or discontinue any or all of the functionalities of this Website at any time. We accept no responsibility whatsoever for any interruption or discontinuance of any or all functionalities of this Website, irrespective of whether this is the result of actions or omissions by us or one of our affiliates or of a third party, except to the extent that you suffer damage, loss or expense directly and solely as a result of a breach by us of applicable consumer laws cause by our negligence or wilful misconduct.
Without limiting the foregoing, the Website is provided “as-is” and Argenta, its subsidiaries, affiliates, licensors, officers, directors, agents, co-branders, partners, suppliers and employees do not warrant that the content is accurate, reliable or correct; that the products and service will meet your requirements; that they will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Website is free of viruses or other harmful components. The Website may become inaccessible or it may not function properly with your web browser, mobile device, and/or operating system. You are responsible for any perceived or actual damages arising from your use of the Website content or operation. Any content downloaded or otherwise obtained through the use of the Website is downloaded at your own risk and you are solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the Website.
9.2 No endorsement: We do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Website or any hyperlinked website or service, and we are not a party to or in any way monitor any transaction between you and third-party providers of products or services.
9.3 Exclusion of liability and cap: Except where expressly set out in these Terms of Use, there are no warranties, conditions or other terms that are binding on Argenta regarding the supply of any products or services. Except to the extent such liability is prohibited by applicable law, we will not be liable to you for any loss, damage, liabilities or claims and expenses that you may suffer due to use of the Website, including use of any information on it or for any losses related to any business of yours including (without limitation) lost or corrupted data, lost profits, lost revenues, loss of goodwill or opportunities, wasted management expense, or business interruption or any consequential loss or damage. Any warranty, condition or other term arising out of or in connection with the supply of products or services which might otherwise be implied in or incorporated into the contract by statute, common law, laws applicable in the country where you purchased the products or services or otherwise (including without limitation any implied term as to quality, fitness for purpose, reasonable care and skill) is hereby expressly excluded to the maximum extent permitted by law. In particular, Argenta will not be responsible for ensuring that its products or services are suitable for your purposes. To the maximum extent permitted by applicable law, in no event shall Argenta, and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers and employees be liable for any of the following loss or damages:
9.3.1 any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, the Website; and
9.3.2 any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Website or User account or the information contained therein;
9.3.3 any errors, mistakes, or inaccuracies of content;
9.3.4 personal injury or property damage, of any nature whatsoever, resulting from User access to or use of the Website;
9.3.5 any unauthorized access to or use of Argenta’s secure servers and/or any and all personal information stored therein;
9.3.6 any interruption or cessation of transmission to or from the Website;
9.3.7 any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Website;
9.3.8 any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Website;
9.3.9 the defamatory, offensive, or illegal conduct of any user or third party; or
9.3.10 any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount paid by you to us under these Terms of Use in the preceding 12 months, or the period of duration of this agreement between us and you, whichever is shorter.
9.4 Website may not be up to date: Although we make reasonable efforts to update the information on our Website, we make no representations, warranties or guarantees, whether express or implied, that the content on our Website is accurate, complete or up to date, except for those warranties, representations or guarantees contained or referred to in the Consumer Guarantees Act 1993 (New Zealand), or that may not otherwise be legally excluded.
9.5 User opinions are not our opinions: The views expressed in any user generated content on our Website are the opinions of those users and do not represent our views, opinions, beliefs or values or any of our group companies.
9.6 No exclusion of liability if unlawful: Nothing in these Terms of Use limits our liability for personal injury or death caused by our negligence, fraud or any matter that cannot be limited or excluded by applicable law or will affect your statutory rights including any rights you may have under the Consumer Guarantees Act 1993 (New Zealand).
9.7 Prices and Descriptions: We have taken reasonable precautions to try to ensure that any prices quoted on our Website are correct and that all products and services have been fairly described. However, when ordering products or services through our Website:
9.7.1 orders will only be accepted if there are no material errors in the description of the goods or services or their prices as advertised on this Website;
9.7.2 all prices are displayed in New Zealand currency and show New Zealand local taxes only here applicable unless expressly indicated otherwise;
9.7.3 packaging may vary from that shown on our Website;
9.7.4 weights, dimensions and capacities shown on our Website are approximate only;
9.7.5 whilst we try to display the colours of our products accurately on our Website, the actual colours you see will depend on your monitor and we cannot guarantee that your monitor's display of any colour will accurately reflect the colour of the product on delivery; and
9.7.6 all items are subject to availability. We will inform you as soon as possible if the product(s) or service(s) you have ordered are not available and we may offer alternative product(s) or service(s) of equal or higher quality and value.
9.7.7 The exclusions and limits of liability apply to the fullest extent permitted by law in the applicable jurisdiction whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if company has been advised of the possibility of such damage.
10. Your indemnity of us
10.1 To the extent allowed by applicable law, you agree to indemnify us and keep us indemnified and held harmless (including all of Argenta’s subsidiaries, affiliates, officers, directors, agents, co-branders, partners and employees) from and against:
10.1.1 any and all claims or demands, damages, obligations, losses, liabilities, costs or debt, and expenses, including, but not limited to, legal fees and expenses, against any of Argenta or any of their subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers and employees which are arising from or connected to made by any third party due to or in relation with:
10.1.2 your use of or connection to the Website including any data or content transmitted or received by User;
10.1.3 your breach of these Terms of Use;
10.1.4 your infringement of any third-party rights;
10.1.5 your breach of any statutory law, rule, or regulation;
10.1.6 your Submissions;
10.1.7 any third party access or use with your unique username, password or other security measure, if applicable, including, but not limited to, misleading, false, or inaccurate information; or
10.1.8 your wilful misconduct.
11. Terminating your use
11.1 Without prejudice to any other rights or remedies that we may have, we reserve the right in our absolute discretion to:
11.1.1 suspend or terminate at any time the access to the Website of any user without notice for any reason, including but not limited to a breach of these Terms of Use;
11.1.2 report breaches of these Terms of Use or applicable law by you to the relevant law enforcement agency;
11.1.3 if you breach these Terms of Use, terminate your right to use or use of our Website or any of its content;
11.1.4 disable any user account at any time;
11.1.5 identify or bring legal action against any person who is breaching these Terms of Use, including obtaining injunctive relief.
12. Invalidity and Waiver
12.1 Should any provision of these Terms be or be deemed void, invalid or unenforceable, the parties shall do their best to find, in an amicable way, an agreement on valid and enforceable provisions thereby substituting the void, invalid or unenforceable parts. Failing agreement, if any of these Terms of Use are unenforceable or held to be invalid, the offending provision/s will be removed from these Terms of Use and the amended Terms of Use will remain in force.
12.2 In case of failure to do so, the void, invalid or unenforceable provisions shall be replaced by the applicable statutory provisions, if so permitted or stated under the applicable law.
12.3 Without prejudice to the above, the nullity, invalidity or the impossibility to enforce a particular provision of these Terms of Use will not nullify the entire Terms of Use, unless the severed provisions are essential or of such importance that the parties would not have entered into the contract if they had known that the provision would not be valid, or in cases where the remaining provisions would translate into an unacceptable hardship on any of the parties.
12.4 Any such invalid or unenforceable provision will be interpreted, construed and reformed to the extent reasonably required to render it valid, enforceable and consistent with its original intent.
12.5 Any failure by us to act or enforce these Terms of Use immediately will not be considered a waiver by us of any right to take any such action.
12.6 Entire agreement
12.7 These Terms of Use and the privacy policy constitute the entire agreement between us and you with respect to the subject matter set out in these Terms of Use, and supersede all other communications, including but not limited to all prior agreements, between the parties with respect to such subject matter.
13. Governing law and jurisdiction
13.1 These Terms of Use shall be governed by and construed in accordance with the laws of New Zealand.
13.2 Disputes arising in connection with these Terms of Use or their interpretation or your access or use of the Website shall be subject to the exclusive jurisdiction of the courts of New Zealand.
14. Assignment of contract
14.1 We reserve the right to transfer, assign, dispose of by novation, or subcontract any or all rights or obligations under these Terms of Use.
14.2 You may not assign or transfer your rights or obligations under these Terms of Use in any way, without our written permission.
15. Severability
15.1.1 If any provision of these Terms of Use is invalid or unenforceable under applicable law, the invalidity or unenforceability of such provision shall not affect the validity of the remaining terms.
16. Terms specific to European Union and European Economic Area Residents who are Consumers
16.1 If you are a European Union or European Economic Area consumer and you have your habitual residence in a country where the law provides for a higher consumer protection standard, such higher standards shall prevail.
16.2 No exclusion or limit of our liability applies to damages to life, health or physical integrity, damages resulting from the breach of an essential contractual obligation such as any obligation strictly necessary to achieve the purpose of the contract, and/or damages resulting from intent or gross negligence, to the extent this Website has been used by you in compliance with these Terms of Use.
17. Terms specific to Australia
17.1 Nothing in these Terms excludes, restricts or modifies any guarantee, condition, warranty, right or remedy which the you may have under the Competition and Consumer Act 2010 (Cth) or any similar State and Territory legislation and which cannot be excluded, restricted or modified (non-excludable right). To the fullest extent permitted by law, our liability to you, including liability for a breach of a non-excludable right and liability which is not otherwise excluded under these Terms of Use, is limited, at our sole discretion, to the re-performance of the services or the payment of the cost of having the services supplied again.
18. Terms specific to United States of America
18.1 To the maximum extent permitted by applicable law, the Website is provided “as-is” and Argenta expressly disclaims all conditions, representations, and warranties whether express, implied, statutory or otherwise, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third-party rights. No advice or information, whether oral or written, obtained by user from owner or through the Website will create any warranty not expressly stated herein.
Federal law, some states, and other jurisdictions, do not allow the exclusion and limitations of certain implied warranties. The above exclusions may not apply to you. These Terms of Use give you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers and exclusions under these Terms of Use shall not apply to the extent prohibited by applicable law.
