(Version 1.0 December 2018)
Authorised User means a user affiliated with you who is authorised by us to access and use the Services.
Business Day means any day (other than a Saturday, Sunday, public holiday or any day during the period of 24 December to 5 January (inclusive)) on which registered banks in Auckland, New Zealand, are open for general banking business.
Business Hour means any hour between 8.30am and 5pm during a Business Day.
Documentation means the proprietary documentation and materials that is made available by us to you for use with the WA, including any online documentation and materials.
Fees means the fees payable by you to us under this Agreement as set out in the WA, and as may otherwise be varied by the parties in writing from time to time.
Force Majeure Event means any event beyond the reasonable control of a party, including strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
Improvement means any improvement, modification or addition.
Intellectual Property Rights means all intellectual property rights throughout the world, including all copyright, patents, trade marks, design rights, trade secrets, domain names, know how, and other rights of a similar nature, whether registrable or not and whether registered or not, and any applications for registration or rights to make such an application or as further defined in this agreement.
Agent Review means our Review Request and Marketing solution currently known as Agent Review
Consumer Review means an assessment of your service provided by a Consumer using the Agent Review Web Application or any imported Review by you.
Personal Information has the meaning given to that term in the Privacy Act 1993.
Plans means the subscription plans (or any one of them, if the context requires) set out in the WA.
Web Application (WA) means the Agent Review website application.
Representatives means a party’s employees, officers, representatives and advisers.
Sales Tax means good and services tax or any other applicable sales tax.
System means the software, solutions, systems and networks used by us to provide the Services, including any third party solutions, systems and networks.
Term means the period from the Commencement Date up to and including the date of termination of this Agreement.
Update means a minor version update or patch to the WA.
Upgrade means a major version upgrade of the WA.
Your Data means the data, information and content belonging to you (including any Personal Information) that is accessed by, or provided to, us under or in connection with this Agreement.
2.2 In this Agreement unless the context otherwise requires:
(a) Reference to dates and times are references to dates and times in New Zealand, unless otherwise specified.
(b) Reference to any party includes that party’s successors and permitted assigns.
(c) Words importing the singular include the plural (and vice versa).
(d) Headings are for convenience only and do not affect interpretation.
(e) The word person includes a natural person and any body or entity whether incorporated or not.
(f) Any words following the terms including or include, in particular, for example, or any similar expression will be construed as illustrative and will not limit the sense of the words, description, definition, phrase or term preceding those terms.
(g) A reference to a law is a reference to it as amended, extended or re-enacted from time to time and includes all subordinate legislation made from time to time under that law.
(h) A reference to $ or dollars is a reference to the lawful currency of New Zealand and, unless otherwise specified, all amounts payable by a party under this Agreement are to be paid in that currency.
(a) The ability for Agents to create an Account on the Site and use the Account for requesting Consumer Reviews
(b) The ability for Consumers to search Agents on the Site, view Agent profiles and provide Consumer Reviews upon a request by Agents.
(c) The ability for Agents to purchase Products through the site offered by Utogi.
(a) That you have the authority to create an Account as or on behalf of an Agent
(b) To Utogi publicly advertising your profile on the Site including providing Utogi with an irrevocable License to advertise your Profile on the Agent Review Site, including all Consumer Reviews, Properties for sale and sold (including text, videos, images, floor plans) and warrant that you are authorized to grant such a license.
(c) To ensure that only Authorised Users access or use the Services
(d) Manage, and be responsible at all times for the use of the Services by the Authorised Users and other relevant personnel.
(a) the ability for Consumers to search Agents on the Site, view Agent profiles and provide Consumer Reviews upon a request by Agents.
(a) Utogi will be the owner of all Intellectual Property Rights for all content which you submit to the Site, including Consumer Reviews, Commentary, Ideas, Concepts, Methodologies, Processes and Know How that are used, developed or created in the course of providing the Services (User Content). You hereby grant us a perpetual, irrevocable, transferable, sub-licensable, royalty free, world-wide license to fully exploit such User Content for any and all purposes.
13.2 Exclusion of Liability: Nothing expressed or implied in this Agreement will confer any liability on Utogi in respect of any loss of data, interruption of business or any indirect, consequential or special loss, damage, cost or expense suffered or incurred as a direct or indirect result of a breach by Utogi of any of its obligations under this Agreement.
but if the notice is received (or taken to have been received) after 5pm in the place of receipt or on a non-Business Day, the notice is taken to have been received at 9am on the next Business Day.
Use of Agent Review Promotional Material Guide
Agents with accounts may use the Agent Review logo and stars on the following property promotional material:
Restricted Use means that the Promotional Material that can only be used with a paid upgrade on your account: