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LEMONCHECK

TERMS AND CONDITIONS

1. Introduction

1.1 The LemonCheck Vehicle Information Service ("Service") allows you to view and order certain types of vehicle information through the LemonCheck website located at www.lemoncheck.co.nz (public) or www.lemons.co.nz (dealer) ("Website").

1.2 All access to, and use of, the Website and the provision of the Service is subject to these Terms and Conditions ("Terms").

2. Definitions

2.1 In these Terms, references to "we", "us" and "our" means LemonCheck Limited and its associated companies and the directors, employees and agents of LemonCheck Limited and those of its associated companies.

2.2 Reference to "you", "your" and "yours" shall mean any user who is accessing the Website at any time and/or receiving the Services.

3. Purpose of Service

3.1 The purpose of the Service is to provide facilities for individuals, motor trade associations, motor vehicle traders, finance, insurance or warranty companies and any other organisation that handles motor vehicles, to generate Vehicle History Reports and CIN window cards for vehicles registered in New Zealand. Facilities are also available to maintain PPSR registrations, renewals, amendments and releases and perform change of ownership transactions (MR13B & MR13C).

3.2 The price and other terms of the sale of any vehicle remain subject to direct negotiations between the buyer and the vendor.

3.3 The Website is intended for use by New Zealand residents and businesses only and the Service is only provided in relation to vehicles registered in New Zealand.

4. Receiving Services

4.1 In order to receive the Service, you may either place an order as a casual user or you may apply for an account with us.

4.2 If you apply for an account and we accept your application, you will be issued with a unique account pin number, user name and password. It is your responsibility to keep this information secure, confidential and personal to you. We are not responsible for any unauthorised use of your account and you remain liable for all payments due to us arising from the use of your account pin, user name and password.

4.3 Separate terms and conditions may apply to your purchase of goods and services referred to on this Website. You agree to abide by the terms and conditions of purchase imposed by any vendor with whom you elect to deal, including, but not limited to, payment of all amounts when due and restrictions regarding the availability of goods or services. You are responsible for all charges, fees, taxes and assessments arising out of the purchase of goods or services referred to on this Website.

4.4 If you offer goods or services, including vehicles, for sale over this Website or any website linked to this Website, you must be prepared to sell the goods and services you advertise at the prices at which, and the terms on which, you advertise them. We reserve the right to deny use of this Service to anyone who uses the Service in a manner we consider inappropriate.

5. Payment Terms

You agree to pay for the Service at the current rates advertised on the Website, either:

1. at the time of placing the request using our credit card payment facility; or
2. by charge to your telephone account using the 0900 number service; or (c) by direct debit from your nominated bank account in full on or before the 20th day of the month following the date of invoice.

6. Late payment

If you do not pay any amount by the due date for payment, we may charge you interest on the overdue amount at the rate of 2 percent per month or part month for the period from the due date for payment until and including the date on which payment is made.

7. Failure to pay

If the payment conditions in clause 5 are not complied with or you otherwise fail to comply with your payment obligations to us in any respect, we may do any one or more of the following in addition to charging interest under clause 6:

1. cancel or suspend your account if you are an account holder;
2. revoke any credit accommodation and require any further sales/trade transactions by you to be on a cash-before-delivery basis;
3. require that all amounts owing to us for any reason whatsoever shall become immediately due and payable without deduction or demand;
4. rescind all discounted quotations or rates and recalculate outstanding charges;
5. if you are a company, require that your directors or other nominated third parties give a guarantee and indemnity in the form we require;
6. charge an account service fee of 2 per cent per month or part month on any amount owing until full payment is received;
7. suspend your use of the Service until payment has been made or terminate your use of the Service permanently; and/or
8. require that you pay all costs, commissions, and legal expenses whatsoever arising from the collection of any overdue monies, which may be recovered by us from you as a liquidated debt.

8. Change of Details

You must notify us of any changes to your details including address for invoices. Notwithstanding any change in your ownership/trading structure or any advice by you to us of such change, you will remain personally liable for all payments for Services requested by you or on your behalf until you have received written confirmation from us that any account you have with us has been closed and full payment has been received and a new account has been opened in the name of the new entity.

9. Your Responsibilities Regarding use of the Service

9.1 The Service is available for your internal business or individual purposes only and you agree to only use the Service for the purpose for which it is being provided.

9.2 You agree not to use the Service for any improper, injurious, offensive or unlawful purposes.

9.3 You agree not to damage or disrupt the Service or make it available to a third party through a networked computer environment. You must not provide any data you receive via the Service to any third party and you must not modify or copy that data.

9.4 You are responsible for any actions you take based on information obtained through use of the Service, and all outcomes resulting from your use of the Service.

9.5 You are responsible for providing all technology, hardware, software and telecommunication facilities in order to access and use the Service.

10. No Warranties or Guarantees

10.1 We do not and can not warrant that the Service, and/or your use of the Service, will be faultless, immediate, continuous and/or virus-free.

10.2 Although we will endeavour to ensure that information provided through the Service is complete, accurate and up-to-date, we do not give any guarantees or warranties regarding that information.

10.3 We reserve the right to alter, suspend or terminate the Service temporarily or permanently at any time.

11. Account Holders MVR S241 Access

11.1 Account Holders seeking information from the Motor Vehicle Register ("MVR") are to ensure compliance with new rules introduced on 1st May 2011 involving personal privacy (Privacy Act 1993).

11.2 Account Holders must comply with legislation in that they must confirm that they are procuring such information for a specified authorised purpose.

11.3 The groups are:

1. Motor Vehicle Traders
2. Financial Services Providers

11.4. Whilst both groups are governed by common legislation (Land Transport Act 1998 and Privacy Act 1993), and are required to comply with all requirements under these Act's, each group also has legislative requirements placed upon them independent of the other.

11.5 Motor Vehicle Traders

1. Whilst the group must comply with general legislation as above request for information from the MVR must be for a specified authorised purpose.
2. Such purpose and conditions are described by Gazette Notice 2011 - Land Transport Act - Authorised Access to the Motor Vehicle Registrar (motor vehicle traders).
3. The Motor Vehicle Traders, in acknowledging and accepting the terms and conditions hereby confirm that they will only request information for the specified purpose described.
4. Any proposed change by them to the specified purpose must be notified.
5. The Motor Vehicle Trader is also directed to specific legislation governing there group and requiring compliance, namely the Motor Vehicle Sale Act 2003 and Code of Conduct.

11.6 Financial Services Providers

1. Whilst the group must comply with general legislation as previously described the request for information from the MVR must be made for the specified authorised purpose.
2. Such purpose and conditions are described by Gazette Notice 2011 - Land Transport Act - Authorised Access to the Motor Vehicle Registrar (Financial Services Providers).
3. The Financial Services Provider, in acknowledgement and acceptance of these terms and conditions, hereby confirms that they will only request information for the specified purpose described.
4. Any proposed change by them to the specified purpose must be notified.
5. The Financial Services Provider is also directed to the specific legislation governing their group and requiring compliance by them, namely the Financial Advisors Act 2008 and Code of Conduct and the Financial Service Providers (registration and dispute) Act 2008.

12. General

12.1 Whilst the Account Holder is required to acknowledge their legislative obligations as part of their acceptance of these terms and conditions, it is also advised that the Account Holder will be requested to further confirm their specified authorised purpose by the ticking of an appropriate checkbox displayed on the order a report form.

12.2 It is advised that the use of information for other than the specified purpose is unauthorised and in breach of legislation as generally and specifically applying to that group and will result in the suspension of the Account Holders access and client account, notification to the Secretary for Transport and the Privacy Commissioner, and possible prosecution.

13. Legislation

Legislation referred to

• Land Transport Act 1998
• Land Transport Act 1998 - Gazetted Notices
• Privacy Act 1993
• Financial Advisors Act 2008
• Motor Vehicle Sales Act 2003

14. Disclaimer

14.1 Before purchasing goods or services you have read about on this Website, you should confirm with the vendor any information (including the price) that is important to your purchasing decision.

14.2 You should make your own inquiries and take all necessary professional advice before acting in reliance on any information obtained through this Service.

14.3 We do not accept any responsibility for any reliance you place on the accuracy or completeness of the information available on this Website nor do we guarantee the performance or use of, any goods or services sold via the Website. We make no representation that the information on this Website will be updated and we are not liable for any losses suffered in relation to use of information which is out of date.

15. Our Liability

15.1 To the extent permitted by law:

1. except as expressly set out in these Terms, all warranties, representations or guarantees (whether express, implied or statutory) in relation to the Service are excluded, including, without limit, suitability, fitness for purpose, accuracy or completeness of the Service or any information or data provided in connection with the Service; and
2. we are not liable to you for any damages, losses or expenses, including indirect losses or consequential damages of any kind suffered or incurred by you in connection with the Service.

15.2 Subject to the provisions of this clause 12, if for any reason we are held to be liable to you in relation to the Service, the total extent of our liability will, to the extent permitted by law be limited to the fees paid by you in relation to the Service in the 12 months immediately preceding your claim.

15.3 If you are using this Website or its content for business purposes, you acknowledge and agree that the Consumer Guarantees Act 1993 will not apply.

16. Indemnity

You agree to indemnify us in respect of any loss, damage, cost or expense (including reasonable enforcement costs, whether incurred on a solicitor and own client basis or otherwise) suffered or incurred by us as a result of:

1. a breach by you of any of your obligations under any terms and conditions which you have accepted in relation to the Service including these Terms;
2. your misuse of the Service or the Website;
3. your negligent acts or omissions; and/or
4. any claim, suit or action brought against us by a third party in relation to any of the matters set out above.

17. Privacy Statement

We respect the privacy of all visitors to the our Website. Please read our Privacy Statement which forms part of these Terms.

18. Intellectual Property

18.1 We own all intellectual property rights in the information, text and graphics on the Website and its overall design. The information, text and graphics on this Website may not be reproduced in any material form or transmitted to any persons without permission from us. Please contact us if you would like to use any of the information or graphics. All trade marks on this Website are the property of their respective owners.

18.2 LemonCheck, The LemonCheck, The LemonCheck Prepay, The LemonCheck Window Card and LemonCheck Pry before you Buy are all registered trademarks of LemonCheck Limited.

18.3 Any abuse of our intellectual property rights will be dealt with swiftly through the appropriate channels. If you are unsure of any possible intellectual property infringement contact our help desk info@LemonCheck.co.nz.

18.4 By submitting material to this Website you are granting us a perpetual licence to use, modify and copy that material, to use it commercially, and to maintain the material in an archive.

19. Third Party Sites

19.1 This Website may contain links to other websites that are not operated by us.

We do not control those websites and are not responsible for their content, nor should the existence of such links be construed as an endorsement of any of the content appearing on such sites or as implying an association between this Website and their operators.

19.2 To the extent permitted by law, we have no responsibility or liability for the content of any third party website linked to the Website and we are not liable to users for any loss incurred by any person accessing, using or relying on any third party website linked to the Website. If you follow a hypertext link to a third party website, you should refer to its terms of use.

20. Restraint

20.1 You agree that, during the term of this agreement, you will not either directly or indirectly operate or provide a service, or be involved in the provision of a service, that is similar to the Service.

20.2 Without limiting clause 20.1, you agree that, for 6 months after this agreement is terminated, you will not either directly or indirectly operate or provide a service, or be involved in the provision of a service, that is similar to the Service.

21. Inaccurate information

We invite you to bring to our attention any material on our Website that you believe to be inaccurate. Please forward a copy of the material to which you object along with an explanation of your objection to our helpdesk info@LemonCheck.co.nz.

22. Amendment of Terms

We may amend these Terms from time to time. We will notify you of any changes by posting the amended Terms on the Website and the changes will be effective from the date and time they are posted. In addition, we may notify you of any material changes to our Privacy Statement. You are responsible for reviewing these Terms and the Privacy Statement and your continued use of this Website after any such amendment constitutes your agreement to the amended Terms and/or amended Privacy Statement.

23. Term and Termination

23.1 The agreement between you and us commences when you apply to receive any Services from us or otherwise use the Website. The agreement continues until it is terminated.

23.2 Either party may terminate this agreement at any time and for any reason by giving the other party at least 30 days notice in writing.

23.3 We may terminate this agreement immediately at any time by giving you notice if you are in breach of these Terms or if you are insolvent.

23.4 Without limiting any other rights we have, you agree to pay all outstanding amounts in respect of Services provided to you under this agreement, including any interest or other charges payable, within 30 days of termination of this agreement.

23.5 Termination of this agreement will not affect any of our rights and remedies which have accrued up to and including the date of termination.

24. Force majeure

We will not be liable for any defect in, or failure to provide, the Service where that defect or failure is caused or contributed to by events or circumstances outside our reasonable control.

25. General

25.1 This Website, the Service and these Terms are governed by the laws of New Zealand and users submit to the non-exclusive jurisdiction of the Courts of New Zealand.

25.2 You are not entitled to assign or transfer any of your rights or obligations under this agreement without our prior written consent.

25.3 Nothing in this agreement will constitute either party as the partner, agent, employee or officer of, or as a joint venturer with, the other party, and neither party will make any contrary representation to any third person.

25.4 If any provision of this agreement is or becomes invalid or unenforceable, that provision will be deemed deleted from this agreement (as applicable). The invalidity or unenforceability of that provision will not affect the other provisions of this agreement (as applicable), all of which will remain in full force and effect to the extent permitted by law, subject to any modifications made necessary by the deletion of the invalid or unenforceable provision.

25.5 The rights, powers and remedies provided in this agreement are cumulative and not exclusive of any rights, powers or remedies provided by law.

25.6 Any written notice required under this agreement may be given by delivery to the party receiving that notice by hand or by posting the notice to the party receiving that notice to that party's last known address.

25.7 Any waiver by either party of any of its rights or remedies under this agreement will be effective only if it is recorded in writing and signed by a duly authorised senior representative of that party. If the waiver relates to a breach of any provision of this agreement, this will not (unless stated otherwise) operate as a waiver of any other breach of that provision.

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