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Synapse Search Terms and Conditions
Adwords means the online advertising service developed by Google (for more information, see https://adwords.google.com/intl/en_nz/home/).
Agreement means these Terms and the Campaign.
Business Day means any day other than a Saturday, a Sunday or a public holiday in Auckland, New Zealand.
Commencement Date means the date specified in the Campaign.
Confidential Information means information disclosed by a party under this Agreement that is marked as confidential or which might reasonably be expected to be confidential in nature.
Disbursements means all third party related costs incurred by us, as outlined in an Campaign, in providing the Services, including, by way of example, Adword campaign expenses or other costs in connection with the purchase of media and advertising.
Intellectual Property Rights means all intellectual property rights whether conferred by statute, at common law or in equity, including all copyright, rights in relation to inventions, trade secrets and know how, rights in relation to designs, rights in relation to trademarks, business names and domain names.
Related Company has the meaning given in section 2(3) of the Companies Act 1993 except that “company” shall mean a company or other body corporate wherever incorporated.
Campaign means the separate plan agreed between us that sets out the services that we will provide to you and the fees payable for those services.
Service Fee means the monthly fee (excluding any taxes) plus third party Disbursements payable by you in respect of the Service, as specified in your Campaign or as otherwise agreed by us in writing.
(a) references to clauses are to clauses of this Agreement;
(b) derivations of any defined word or term shall have a corresponding meaning;
(c) a gender includes each other gender;
(d) the headings to clauses are inserted for convenience only and shall be ignored in interpreting this Agreement;
(e) the word including and other similar words do not imply any limitation;
(f) a reference to a party includes its personal representatives, successors and permitted assigns;
(g) a person includes any individual, company, corporation, firm, partnership, trust, unincorporated body of persons or Government Agency;
(h) the plural includes the singular and vice versa;
(i) a reference to a statute includes all regulations and other subordinate legislation made under that statute. A reference to any legislation (including subordinate legislation) includes that legislation as amended or replaced from time to time;
(j) the contra proferentum rule shall not apply in the interpretation of this Agreement;
(k) a document (however described and including this Agreement) includes that document as amended or replaced from time to time;
(l) an obligation not to unreasonably withhold agreement, consent or approval (or any similar obligation) includes an obligation not to unreasonably condition or delay such agreement, consent or approval (or other similar obligation);
(m) any obligation falling due for performance on or by a day other than a Business Day shall be performed on or by the Business Day immediately following that day;
(n) an obligation not to do something includes an obligation not to allow or cause that thing to be done;
(o) all amounts payable under this Agreement are expressed exclusive of GST and in New Zealand dollars. If GST is payable on any amount it will be added to that amount and will be payable at the time the amount itself is payable;
together with links to your website or other information we consider appropriate in relation to the campaign.
(i) its Related Companies, directors, employees or contractors who need to know such information for the purpose of these Terms; or
(ii) its professional advisers, auditors or bankers for a proper purpose,
provided that party ensures that each such person complies with the restrictions in this clause as if such person were a party to these Terms.
whichever is earlier.
and we will not be liable to you:
(a) Delivery: delivered personally, when delivered;
(b) Post: posted, three (3) Business Days after posting or, in the case of international post, ten (10) Business Days after posting; and
(c) Email: sent by email, one hour after the time on the Business Day it actually comes to the recipient’s attention in readable form,
provided that any notice deemed received after 5 pm or on a non-Business Day shall be deemed to have been received on the next Business Day.
Last updated 16th April 2018