1.2 Unless otherwise specifically agreed in writing, where any Terms of your order or any request for supply are inconsistent with these Terms, then these Terms will prevail.
1.3 Any variations or additions to these Terms not expressly agreed in writing by us are expressly rejected.
2.1 You are deemed to have accepted these Terms and a binding contract is formed upon you ordering Products or Services from us, commencing on the date that you submit an Order Form.
2.2 On your submission of an Order Form, you may not cancel or reverse your order for Products of Services unless otherwise provided in our Shipping and Returns Policy.
2.3 Our Products and Services are offered subject to availability.
3.1 Unless otherwise agreed by us, the Price payable by you for the Products and Services will be specified in the Price List. You must pay for the Products and Services in accordance with these Terms.
3.2 The Price List is in New Zealand dollars and are exclusive of GST unless specifically stated otherwise. You will pay all applicable GST in addition to the Price. We reserve the right to alter the Price List from time to time for any reason. Any variation will be effective from the date specified by us and will apply to all orders accepted on or after that date.
3.3 The Price excludes the cost of delivery, which is payable in addition to the Price (if applicable).
4.1 You must select an approved method of payment when submitting an Order Form.
4.2 Full payment of the Price will be required at the time of ordering Products or Services and in any event before Products are delivered, collected, or dispatched or we provide our Services to you.
4.3 Payment of all monies owing to us must be made free of any counterclaim, set-off, deduction or other claim whatsoever. We may deduct or withhold any amount (whether by way of set off, counterclaim or other equitable or lawful claim or otherwise) from any money owing by us by you.
4.4 Any expenses, disbursements and legal costs incurred by us in the enforcement of any rights contained in these Terms will be paid by you, including our reasonable solicitors’ fees or debt collection agency fees.
5. CANCELLATION AND RETURNS
5.1 You may cancel or suspend the Products and/or Services we provide at any time by providing a Cancellation Notice to us, if either of the following events occur:
you are diagnosed by a suitability qualified medical practitioner with a physical or mental illness that results in it being detrimental to you to continue to receive of Services and you provide us with a medical certificate to this effect; or
we otherwise determine (in our absolute discretion) that your medical circumstances are such that we cannot provide our Services to you.
5.2 If our Services are cancelled in accordance with clause 5.1 and provided that we have not given you access to our Services by alternative means, we will provide a pro-rata refund of the Price paid by you in connection with the Services, within twenty (20) Business Days of our receipt of the Cancellation Notice. You acknowledge that we will calculate this pro-rata refund according to the total price paid by you for the Services and the number of remaining Steps to complete the course we offer as part of the Services (which may therefore result in your refund being zero).
6.1 Nothing in these Terms will restrict, negate, modify or limit any of your rights under the Consumer Guarantees Act 1993 where the Products or Services acquired are of a kind ordinarily acquired for personal, domestic or household use or consumption and you are not acquiring the Products and Services for the purpose of a business or in trade.
6.2 To the extent that our liability is not otherwise limited or excluded, and to the fullest extent permitted by law, our aggregate liability to you whether in tort, contract or otherwise for any loss damage or injury in relation to the supply of Products and provision of Services is limited to the Price paid by you.
6.3 Despite anything else contained in these Terms:
the parties agree and acknowledge that if the Products and Services supplied by us and acquired by you are supplied or acquired in trade within the meaning of the Fair Trading Act 1986, that sections 9, 12A, and 13 of the Fair Trading Act 1986 will not apply to the agreement between us, and that it is fair and reasonable to exclude their application; and
the parties agree and acknowledge that if they are both in trade, and that the Products and Services and Services supplied by us and acquired by you are supplied or acquired in trade, that the provisions of the Consumer Guarantees Act 1993 will not apply to the agreement between us, and that it is fair and reasonable to exclude their application; and
unless these Terms expressly provide otherwise, to the fullest extent permissible by law all warranties, conditions or other terms implied by law are excluded; and
for the purposes of this clause you acknowledge that you had a reasonable opportunity to review these Terms, discuss them with us, and receive advice from your legal advisor, if you wished to do so.
6.4 Except as otherwise provided in these Terms we will not be liable for any loss or damage of any kind whatsoever arising from the supply of Products and Services by us to you, including consequential loss whether suffered or incurred by you or another person or entity and whether in contract or tort or otherwise and irrespective of whether such loss or damage arises directly or indirectly from Products and Services provided by us to you.
7. YOUR REPRESENTATIONS
7.1 In purchasing Products and obtaining our Services, you represent and warrant that:
you will not re-sell any of the Products or Services for commercial gain;
you are in good health and know of no medical or other reason why you cannot obtain our Services; and
any questions concerning your health and your ability to obtain the Services have been discussed with your doctor, or will be discussed with your doctor, before you obtain our Services.
7.2 You acknowledge to, and agree with us, that:
you are responsible for your own health and will inform your doctor and us if you experience any changes in your health while obtaining the Services; and
you are responsible for, and, will, inform us of any physician-directed exercise modifications or restrictions, all prescription medications, non-prescription medications and diet aids and supplements you are taking and any changes in dosage, on an ongoing basis, while you obtain the Services; and
neither us nor any of our employees, agents or contractors are health care practitioners or otherwise providing a health service and, consequently, none of them can be expected to diagnose, recognise or treat individual health problems that you may experience (or have experienced) while you are obtaining the Services.
8. INTELLECTUAL PROPERTY
8.1 We, our suppliers, advertisers or third party providers, own all copyright and other intellectual property associated with our Website. Everything on our Website, unless otherwise stated, is subject to copyright that is owed by us. These Terms and your access to the Website do not grant you any right to make commercial use of any intellectual property owned by us (including, without limitation, trade secrets, patents, copyright, trade marks and industrial designs).
8.2 The sale of any Products and Services will not give you the right to use, sell, disseminate or duplicate any our intellectual property (including any trademark, copyright, design or any other intellectual property right).
10.1 While we endeavour to supply accurate information on our Website, errors and omissions may occur. We do not accept any liability, direct or indirect, for any loss or damage which may directly or indirectly result from any advice, opinion, information, representation or omission whether negligent or otherwise, contained on our Website. You are solely responsible for the actions you take in reliance on the content on, or accessed, through our Website. We reserve the right to make changes to the content of our Website at any time and without notice. To the extent permitted by law, we make no warranties in relation to the merchantability, fitness for purpose, freedom from computer virus, accuracy or availability of our Website.
We reserve the right to alter, modify or update these Terms from time to time, but any such change will not affect the terms of a binding contract existing at that time.
10.3 No waiver of any provision of these Terms will serve as a waiver of any other provision of these Terms and we will not have waived or be deemed to have waived any provision of these Terms unless such waiver is in writing and executed by us.
10.4 If any provision in these Terms are invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions will not be affected, prejudiced or impaired.
10.5 You may not directly or indirectly assign to any person any of your benefits or burdens in respect of the agreement created by these Terms. We may at any time assign or transfer to any other person (including without limitation to a Related Company, whether or not acting as a security agent or security trustee of the security created under these Terms) all or any part of its rights, remedies and obligations under these Terms and any related or ancillary document without your consent.
10.6 These Terms will be deemed to be made in New Zealand and will be construed and governed by the laws of New Zealand. The parties submit to the exclusive jurisdiction of the courts of New Zealand.
11. DEFINITIONS AND INTERPRETATION
11.1 Definitions In these Terms:
“Agreement” has the meaning given to that term in clause 2 of these Terms.
“Business Day” means a day upon which banks are open for business in Auckland, New Zealand;
“Cancellation Notice” is the notice by which you may exercise your right to cancel the Agreement during the Cooling-Off Period, or, for any other permitted reason specified in clause 4 below, a copy of which is available from the Website;
“Force Majeure Circumstance” is any circumstance beyond our reasonable control which impacts on supply or delivery of the Products or the Services including, without limitation, delays by suppliers, shortages of raw materials, delays by you, strikes and labour unrest, shipping delays, acts of war, acts of terrorism, government intervention, fire, flood, drought, accident, natural disaster or any other event commonly referred to as an “Act of God”;
“GST” means Products and Services and services tax as defined in the Products and Services and Services Tax Act 1985;
“Legal Disclaimer” means our legal disclaimer applicable to the use of the Website and the sale and supply of our Products and Services which may be viewed by clicking the following link;
“Order Form” means an order submitted by you to us for the purchase of Products and/or Services;
“Price” means the total amount payable by you for the Products and Services including all delivery costs (including freight and carriage by any means), import/export costs, insurance costs, and any other fees, surcharges or other charges payable by you;
“Price List” means the current list of prices for our Products and Services as shown on our Website;
“Products” means any products provided by us to you from time to time, including food products, vitamin supplements or otherwise;
“Related Company” has the meaning given to it in the Companies Act 1993, on the date that these Terms were last updated;
“Services” means the membership and other rights and entitlements afforded to you in connection with any of our programs;
“Steps” means the individual component steps required to complete the programme offered as part of the Services;
“Terms” means these terms and conditions together with:
our Legal Disclaimer; and
Shipping and Returns Policy;
“we”, “us”, “our” and “MyMT” means My Menopause Transformation Limited], New Zealand registered company no. 5742230, its Related Companies from time to time, and including its agents, successors or assigns;
“Website” means our website having the domain name [www.mymenopausetransformation.com; and
“you” and “your” means the person(s) or entity(ies) named as the customer on the Order Form.
any reference to a time or time period is deemed to mean that the time or time period is of the essence;
headings used do not form part of these Terms and are for convenience only; and
references to any statutory provision include any statutory provision which amends or replaces it.