Wellington / New Zealand, 1st June 2017
These terms and conditions regulate the business relationship between you and us. By using Our Website in any way, or by buying from us, you agree to be bound by them.
No person under the age of 18 years may purchase Goods. We look forward to seeing you again when you are over 18.
We are: 3Dfy.me Limited
Our address is: 1 Norwood Place, Johnsonville, Wellington 6037, New Zealand
Our Website is: https://www.3Dfyme.co.nz
You are: a visitor to Our Website / our customer / anyone who buys from us.
Please read this agreement carefully and save it. If you do not agree with it, you should leave Our Website and stop using the site or the Services immediately.
In this agreement:
|“Our Website”||means the entire computing hardware and software installation that is or supports our website including any communication or peripheral system. It includes any website of ours, and all web pages controlled by us.|
|“Consumer”||means any individual who, in connection with this agreement, is acting for a purpose which is outside his business.|
|“Content”||means the textual, visual or audio content that is encountered on Our Website. It may include, among other things: text, images, sounds, videos and animations. It includes content Posted by you.|
|“Goods and Services”||means any of the goods and services we offer for sale on Our Website, or, if the context requires, goods and services we sell to you. It includes Specified Goods and Services. Goods include electronic (digital) files.|
|“Intellectual Property”||means intellectual property owned by us or by any third party, of every sort, whether or not registered or registrable in any country, including intellectual property of all kinds coming into existence after today; and including, among others, patents, trade marks, unregistered marks, designs, copyrights, domain names, discoveries, creations and inventions, together with all rights which are derived from those rights or for which application for registration has been made in any country.|
|“Post”||means display, exhibit, publish, distribute, transmit and/or disclose information, Content and/or other material on to Our Website, and the phrases “Posted” and “Posting” shall be interpreted accordingly.|
|“Specified Goods and Services”||means Goods and Services which have been subject to work or process to your specific order. Goods include made-to-order, personalised electronic (digital) files created to your specific order (such as unique full-body digital model files or individual 3D-human replica prints).|
|“Made-to-Order Work”||means all of the work we do and materials we buy to prepare or produce Specified Goods and/or Services.|
Unless the context clearly requires otherwise, the interpretation of this agreement shall be subject to the matters listed below.
1.1. a reference to one gender shall include any or all genders and a reference to the singular may be interpreted where appropriate as a reference to the plural and vice versa.
1.2. a reference to a person includes a human individual, a corporate entity and any organisation which is managed or controlled as a unit.
1.3. the headings to the paragraphs of this agreement are inserted for convenience only and do not affect the interpretation.
1.4. in the context of permission, “may not” in connection with an action of yours, means “must not”.
1.5. any agreement by either party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing.
1.6. a reference to an act or regulation includes new law of substantially the same intent as the act or regulation referred to.
1.7. in any indemnity, a reference to costs or expenses shall be construed as including the estimated cost of management time of the indemnified party, such cost calculated $100 per hour.
1.8. these terms and conditions apply to all supplies of Goods and Services by us to you. They prevail over any terms proposed by you.
1.9. this agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.
2.1. This agreement contains the entire agreement between the parties and supersedes all previous agreements and understandings between the parties.
2.2. Each party acknowledges that, in entering into this agreement, he does not rely on any representation, warranty, information or document or other term not forming part of this agreement.
2.3. If you use Our Website in any way and make an order on behalf of another person you warrant that you have full authority to do so and you accept personal responsibility for every act or omission by you.
2.4. We may change these terms from time to time. The terms that apply to you are those posted here on Our Website on the day you order Goods and/or Services. We advise you to print a copy for your records. If we do:
2.4.1. the change will take effect when we Post it on Our Website. You are advised to check this page from time to time.
2.4.2. the change will take effect when we Post it on Our Website. You are advised to check this page from time to time.
2.4.3. if you make any payment for Goods and/or Services in the future, you will do so under the terms posted on Our Website at that time.
2.5. If in future, you buy Goods and/or Services from us under any arrangement which does not involve your payment via Our Website, these terms (or the latest version of them) still apply so far as they can be applied.
2.6. There is no contract between us for any free service, so you do not become a client by using any free service and we are not liable to you in any way resulting from your use of any free service.
2.7. You now agree that you commit a breach of this contract if you seek repayment of money paid to us by asking your credit card provider to credit back a payment made to us, without attempting to seek repayment from us first. In that event, you agree that you will owe us first the sum charged to us by our payment service provider and secondly a sum based on time spent at $ 100 per hour in dealing with your breach. You also agree that this provision is reasonable.
2.8. You accept that the quality of the created personalised digital model images as well as the 3D-printed replica (figurines) are subject to visual and haptic imperfections due to common limitations of the available 3D-print and modeling technology. They represent by no means perfect mirror images of the digitally captured object (in general the customer or related individuals). Reference products (3D-printed replicas and digital 3D-model files) are available to inspect and review on-site at the time of the digital capturing process. Imperfections relate in particular to :
– Level of model detail
– Colour tones
– Surface finish and texture
3.1. This paragraph applies to Goods and Services which you buy from us as advertised, without change to your specific requirements.
3.2. Your order is an offer to buy from us.
3.3. The Contract between us comes into existence at the earlier of:
3.3.1. We accept your order by e-mail confirmation. That is when our contract is made. Our message will also confirm details of your purchase and tell you when we shall despatch your order.
3.3.2. when we write to you to confirm that your order has been delivered; or
3.3.3. when you view or download the digital file you have bought.
4.1. This paragraph applies to Specified Goods and Services (e.g. personal 3D-printed models or personal digital 3D-model files).
4.2. Our contract to supply Specified Goods and/or Services is a contract for both the supply of Goods and/or Services and the Made-to-Order Work you have asked us to do.
4.3. Nothing said or done by us is an acceptance of an order until we confirm clear acceptance in writing, giving you details of our understanding of your exact requirements. At any point up until then, we may decline your order without giving any reason. From that time, we are both bound to these contract terms.
4.4. If you wish to make any change to the specification of the Made-to-Order Work, you must pay us the sum we estimate that the change will cost us, based on our then current charging rates.
4.5. If you terminate this agreement before the Specified Goods and/or Services are complete, you agree to pay us for all of the Made-to-Order Work to the date of cancellation by you. In addition you will pay us a mark-up of 30% of the total cost of Made-to-Order Work.
5.1. Prices of Goods and Services are shown on Our Website.
5.2. It is possible that the price may have increased from that posted on Our Website. If that happens, we will not dispatch the Goods and/or Services until you have confirmed that you wish to buy at the new price.
5.3. Prices include goods and services tax. If you show by your delivery address that you reside outside the New Zealand, GST will be deducted at the payment point.
5.4. Charges for Goods and Services are fixed whenever it is reasonably possible for us to ascertain the price.
5.5. Our Goods and Services require payment in advance in every case.
6.1. We will not split an order. We require the full price of your order before we will send any part of it.
6.2. Bank charges by the receiving bank on payments to us will be borne by us. All other charges relating to payment in a currency other than New Zealand dollar will be borne by you.
6.3. Any information given by us in relation to exchange rates are approximate only and may vary from time to time.
6.4. If, by mistake, we have under-priced Goods and/or Services, we will not be liable to supply those Goods and/or Services to you at the stated price, provided that we notify you before we dispatch it to you.
6.5. The price of the Goods and Services does not include the delivery charge which will be charged at the rates applicable at the date you place your order and which will be displayed on a page of Our Website before we ask you to pay.
6.6. If we owe you money (for this or any other reason), we will credit your credit or debit card as soon as reasonably practicable but in any event no later than 15 days from the date when we accept that repayment is due.
We take care to make Our Website safe for you to use.
7.1. Card payments are not processed through pages controlled by us. We use one or more online payment service providers who will encrypt your card or bank account details in a secure environment.
7.2. If you have asked us to remember your debit/credit card details in readiness for your next purchase or subscription, we will securely store your payment details on our systems. These details will be fully encrypted and only used to process your automatic monthly payments or other transactions which you have initiated.
8.1. (Physical) Goods – e.g. your 3D-prints – are delivered within 20 – 25 working days from the day you place an order to purchase the Goods and/or Services.
8.2. Digitising Services (creating personalised digital 3D models) are delivered within 5 working days from the day you place an order to purchase the digitisation service and have been scanned at our facility.
8.3. You may collect your Goods (3D-prints) from our 3rd party print service provider’s shop address at 24 Marion Street, Te Aro, Wellington, New Zealand.
8.4. Delivery of Goods will be made by the carrier to the address stipulated in your order. You must ensure that someone is present to accept delivery.
8.5. If we are not able to deliver your Goods within 25 working days of the date of your order, we shall notify you by e-mail to arrange another date for delivery.
8.6. We may deliver the Goods in instalments if they are not all available at the same time for delivery.
8.7. Goods are sent at our risk until signed for by you or by any other person at the address you have given to us unless you have instructed us in the order process that you wish us to leave the Goods without an acceptance signature (for example: “leave it in the garage”).
8.8. Goods are sent by post or courier service. We will send you a message by email to tell you when we have despatched your order.
8.9. Goods are at your risk from the moment they have been delivered in person and signed for or left at your defined delivery address as per your instruction (see to 8.4).
8.10. All Goods must be signed for on delivery by an adult aged 18 years or over. If no one of that age is at the address when the delivery is attempted the Goods may be retained by the driver. When your Goods arrive it is important that you check immediately the condition and quantity. If your Goods have been damaged in transit, you must refuse the delivery and immediately contact us by phone or e-mail so that we may dispatch a replacement quickly and minimise your inconvenience.
8.11. Signing “Unchecked”, “Not Checked” or similar is not acceptable.
8.12. If we agree with you to deliver on a particular day or at a particular time, we will do our best to comply. But no time given is to be treated as contractual. So we are not liable to you for any expense or inconvenience you incur on account of delayed delivery or non-delivery.
8.13. Time for delivery specified on the order, if any, is an estimate only and time shall not be of the essence.
8.14. We are happy for you to pick up Goods from our 3rd party print service provider’s shop address at 24 Marion Street, Te Aro, Wellington, New Zealand, provided you make an appointment in advance and payment has been received into our bank. A cheque on arrival is not acceptable.
8.15. If you pick up Goods from the above premises then:
8.15.1. we will not be able to assist you in loading heavy items;
8.15.2. Goods are at your risk from the moment they are picked up by you or your Carrier from our 3rd party print service provider’s shop.
8.15.3. you agree that you are responsible for everything that happens after you take possession of the Goods, both on and off our premises, including damage to property of any sort, belonging to any person.
9.1. If you are not in New Zealand, we have no knowledge of, and no responsibility for, the laws in your country.
9.2. You are responsible for purchasing Goods and/or Services which you are lawfully able to import and for the payment of import duties and taxes of any kind levied in your country.
10.1 Ownership of the Goods and/or Services shall not pass to you until they are fully paid for, but the risk in the Goods and/or Services shall be borne by you from the date of the delivery by us or our agents.
11.1. We will repair or replace Goods and/or Services which fail to comply with the provisions of the Fair Trading Act 1986 and the Consumer Guarantees Act 1993 as amended or which show a defect. If you claim that the item is defective, the following conditions apply:
11.1.1. the defect must be reported to us within 24 hours after the goods have been delivered and signed for to your specified delivery address by our carrier;
11.1.2. the defect results only from faulty design, manufacture or transport damage;
11.1.3. you have returned the defective Goods or parts to us if we have so requested.
11.2. If we agree that we are liable, we will refund the cost of return carriage and will repair or replace the Goods free of charge.
11.3. If we repair or replace the Goods, you have no additional claim against us either under this agreement or by statute or common law, in respect of the defect.
These provisions apply in the event that you return any (physical) Goods to us for any reason:
12.1 We do not accept returns unless there was a defect in the Goods at the time of purchase, or we have agreed in correspondence that you may return them.
12.2 Before you return Goods to us, please carefully re-read the instructions below. So far as possible, Goods should be returned:
12.2.1 with both Goods and all packaging as far as possible in their original condition;
12.2.2 securely wrapped;
12.2.3 including our delivery slip;
12.3 You must tell us by email message to you that you would like to return Goods, specifying exactly what Goods and when purchased, and giving full details of the defect or other reason for return. We will then issue a returns note. If you send Goods to us without a returns note, we may not be able to identify sufficient details to enable us to attend to your complaint.
12.4 In returning faulty Goods please encloses with it a note clearly stating the fault and when it arises or arose.
12.5 If delivery was made to a New Zealand address, you are also protected by the Fair Trading Act 1986 and the Consumer Guarantees Act 1993 as amended
12.6 If we agree that the Goods are faulty, we will:
12.6.1 refund the cost of return carriage;
12.6.2 repair or replace the Goods as we choose.
13.2. If you Post Content to any public area of Our Website it becomes available to the public domain. We have no control who sees it nor what anyone does with it.
13.3. We need the freedom to be able to publicise our services and your own use of them. You therefore now irrevocably grant to us the right and licence to edit, copy, publish, distribute, translate and otherwise use any Content that you place on Our Website, throughout the World and in any medium. You represent and warrant that you are authorised to grant all such rights.
13.4. We will use that licence only for commercial purposes of the business of Our Website and will stop using it after a commercially reasonable period of time.
13.5. You agree to waive your right to be identified as the author and your right to object to derogatory treatment of your work as provided in the Copyright Act1994 as amended.
13.6. Posting Content of any sort does not change your ownership of the copyright in it. We have no claim over it and we will not protect your rights for you.
13.6.1. You understand that you are personally responsible for your breach of someone else’s intellectual property rights, defamation, or any law, which may occur as a result of any Content having been posted by you.
13.6.2. You accept all risk and responsibility for determining whether any Content is in the public domain and not confidential.
13.6.3. Please notify us of any security breach or unauthorised use of your account.
13.6.4. We do not solicit ideas or text for improvement of our service, but if you do send to us material of any sort, you are deemed to have granted to us a licence to use it in the terms set out at sub paragraph 13.3 above.
We invite you to Post Content to Our Website in several ways and for different purposes. We have to regulate your use of Our Website to protect our business and our staff, to protect other users of Our Website and to comply with the law. These provisions apply to all users of Our Website.
We do not undertake to moderate or check every item Posted, but we do protect our business vigorously. If we believe Content posted breaches the law, we shall co-operate fully with the law enforcement authorities in whatever ways we can.
You agree that you will not use or allow anyone else to use Our Website to post Content or undertake any activity which is or may:
14.1 unlawful, or tend to incite another person to commit a crime;
14.2 consist in commercial audio, video or music files;
14.3 be sexually explicit or pornographic;
14.4 be likely to deceive any person or be used to impersonate any person, or to misrepresent your identity, age or affiliation with any person;
14.5 give the impression that it emanates from us or that you are connected with us or that we have endorsed you or your business;
14.6 be made on behalf of some other person, or impersonate another person;
14.7 request or collect passwords or other personal information from another user without his permission, nor Post any unnecessary personal information about yourself;
14.8 be used to sell any goods or services or for any other commercial use not intended by us, for yourself or for any other person. Examples are: sending private messages with a commercial purpose, or collecting information with the intention of passing it to a third party for his commercial use;
14.9 include anything other than words (i.e. you will not include any symbols or photographs) except for a photograph of yourself in your profile in such place as we designate;
14.10 link to any of the material specified in this paragraph;
14.11 use distribution lists that include people who have not given specific permission to be included in such distribution process;
14.12 send age-inappropriate communications or Content to anyone under the age of 18.
In connection with the restrictions set out below, we may refuse or edit or remove a Posting which does not comply with these terms.
In addition to the restrictions set out above, a Posting must not contain:
15.1. hyperlinks, other than those specifically authorised by us;
15.2. keywords or words repeated, which are irrelevant to the Content Posted.
15.3. the name, logo or trademark of any organisation other than yours.
15.4. inaccurate, false, or misleading information.
16.1. For the avoidance of doubt, this paragraph is addressed to any person who comes on Our Website for any purpose.
16.2. We are under no obligation to monitor or record the activity of any user of Our Website for any purpose, nor do we assume any responsibility to monitor or police Internet-related activities. However, we may do so without notice to you and without giving you a reason.
16.3. If you are offended by any Content, the following procedure applies:
16.3.1 your claim or complaint must be submitted to us in the form available on Our Website, or contain the same information as that requested in our form. It must be sent to us by post or email.
16.3.2 we shall remove the offending Content as soon as we are reasonably able;
16.3.3 after we receive notice of a claim or complaint, we shall investigate so far as we alone decide;
16.3.4 we may re-instate the Content about which you have complained or we may not.
16.4. In respect of any complaint made by you or any person on your behalf, whether using our form of complaint or not, you now irrevocably grant to us a licence to publish the complaint and all ensuing correspondence and communication, without limit.
16.5. you now agree that if any complaint is made by you frivolously or vexatiously you will repay us the cost of our investigation including legal fees, if any.
If you violate Our Website we shall take legal action against you.
You now agree that you will not, and will not allow any other person to:
17.1. modify, copy, or cause damage or unintended effect to any portion of Our Website, or any software used within it.
17.2. link to Our Website in any way that would cause the appearance or presentation of the site to be different from what would be seen by a user who accessed the site by typing the URL into a standard browser;
17.3. download any part of Our Website, without our express written consent;
17.4 collect or use any product listings, descriptions, or prices;
17.5. collect or use any information obtained from or about Our Website or the Content except as intended by this agreement;
17.6. aggregate, copy or duplicate in any manner any of the Content or information available from Our Website, other than as permitted by this agreement or as is reasonably necessary for your use of Our Website;
17.7. share with a third party any login credentials to Our Website;
17.8. Despite the above terms, we now grant a licence to you to:
17.8.1 create a hyperlink to Our Website for the purpose of promoting an interest common to both of us. You can do this without specific permission. This licence is conditional upon your not portraying us or any product or service in a false, misleading, derogatory, or otherwise offensive manner. You may not use any logo or other proprietary graphic or trademark of ours as part of the link without our express written consent.
17.8.2 you may copy the text of any page for your personal use in connection with the purpose of Our Website.
18.1. If it is necessary for us to interrupt our digitisation service or any other related third party value added digital 3D-modeling and printing services, we will give you reasonable notice where this is possible and when we think the down time is such as to justify telling you.
18.2. You acknowledge that our digitisation service or any other related third party value added digital 3D-modeling and printing services may also be interrupted for many reasons beyond our control.
18.3. You agree that we are not liable to you for any loss, foreseeable or not, arising from any interruption to our digitisation service.
19.1. The law differs from one country to another. This paragraph applies so far as the applicable law allows.
19.2. All conditions, warranties or other terms implied by the law of any county other than New Zealand are excluded from this agreement to the fullest extent permitted by law.
19.3. Our Website may include Content Posted by third parties. We are not responsible for any such Posting. If you come across any Content which offends against this document, please contact us via the “Contact us” page on Our Website.
19.4. We or our content suppliers may make improvements or changes to Our Website, the Content, or to any of the Goods and Services, at any time and without advance notice.
19.5. You are advised that Content may include technical inaccuracies or typographical errors. This is inevitable in any large website. We would be grateful if you bring to our immediate attention, any that you find.
19.6. We give no warranty and make no representation, express or implied, as to:
19.6.1. the quality of the Goods and Services;
19.6.2. any implied warranty or condition as to merchantability or fitness of the Goods and Services for a 19.6.3. particular purpose;
19.6.4. the correspondence of the Goods and Services with any description;
19.6.5. the adequacy or appropriateness of the Goods and Services for your purpose;
19.6.6. the truth of any Content on Our Website;
19.6.7. compliance with any law;
19.6.8. non-infringement of any right.
19.7. Our Website contains links to other Internet websites. We have neither power nor control over any such website. You acknowledge and agree that we shall not be liable in any way for the content of any such linked website, nor for any loss or damage arising from your use of any such website.
19.8. We claim no expert knowledge in any subject. We disclaim any obligation or liability to you arising directly or indirectly from information you take from Our Website.
19.9. We are not liable in any circumstances for special, indirect or consequential loss or any damages whatsoever resulting from loss of use, loss of data or loss of revenues or profits, whether in an action of contract, negligence or otherwise, arising out of or in connection with your use of Our Website or the purchase of Goods and/or Services.
19.10. Except in the case of liability for personal injury or death, our liability under this contract is limited, to the maximum extent permitted by law, to the value of the Goods and/or Services you have purchased and paid us in the immediately preceding 12 month period for the Goods and/or Services concerned.
19.11. This paragraph (and any other paragraph which excludes or restricts our liability) applies to our directors, officers, employees, subcontractors, agents and affiliated companies as well as to us.
19.12. If you become aware of any breach of any term of this agreement by any person, please tell us. We welcome your input but do not guarantee to agree with your judgement.
20.1. You agree that you have provided, and will continue to provide accurate, up to date, and complete information about yourself. We need this information to provide you with the Goods and Services.
20.2. If you use the website, you are responsible for maintaining the confidentiality of your account and password and for preventing any unauthorised person from using your computer.
20.3. You agree to accept responsibility for all activities that occur under your account or password. You should tell us immediately if you believe some person has accessed your account without your authority and also log in to your account and change your password.
You agree to indemnify us against all costs, claims and expense arising directly or indirectly from:
21.1. your failure to comply with the law of any country;
21.2. your breach of this agreement;
21.3. any act, neglect or default by any agent, employee, licensee or customer of yours;
21.4. a contractual claim arising from your use of the Goods and Services;
21.5. a breach of the intellectual property rights of any perso.n.
22.1. We will defend our Intellectual Property rights in all countries.
22.2. Copyright works owned by you or a third party are unaffected by this agreement.
22.3. You may not use our name or logos or trademarks or any other content on any website of yours or that of any other person.
22.4. You agree that at all times you will:
22.4.1. not to cause or permit anything which may damage or endanger our title to any of our Intellectual Property;
22.4.2. notify us of any suspected infringement of the Intellectual Property;
22.4.3. indemnify us for any loss or expense arising from your misuse of the Intellectual Property;
22.4.4. not use any name or mark similar to or capable of being confused with any name or mark of ours.
22.5. The Intellectual Property in all work we do in the process leading to completion of the Specified Goods and Services and in the completed Specified Goods and Services belongs to us.
22.6. If you change or create derivative versions of the Specified Goods and Services, the Intellectual Property in those changed or derived versions also belongs to us.
22.7. We now grant an exclusive license to you to use the Intellectual Property in the Specified Goods and Services for a period of 99 years. You may not assign this licence except by way of sale or transfer of the Specified Goods and Services.
23.1. When we communicate with you we do so by email. You agree that email communications are contractually binding in the same way as properly signed and dated paper sent by post.
23.2. Where we provide Goods or Services without specific charge to you, then it (or they) is deemed to be provided free of charge, and not to be associated with any other goods or service for which a charge is made. Accordingly, there is neither contractual nor other obligation upon us in respect of those goods or that service.
23.3. If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
23.4. The rights and obligations of the parties set out in this agreement shall pass to any permitted successor in title.
23.5. Any obligation in this agreement intended to continue to have effect after termination or completion shall so continue.
23.6. No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
23.7. You undertake to provide to us your current land address, e-mail address, telephone number as often as they are changed together with all information that we may require to enable us to fulfil our obligations under this contract.
23.8. Any communication to be served on either party by the other shall be delivered by hand or sent by first class post or recorded delivery or by e-mail. It shall be deemed to have been delivered:
23.8.1. if delivered by hand: on the day of delivery;
23.8.2. if sent by post to the correct address: within 72 hours of posting;
23.8.3. If sent by e-mail to the address from which the receiving party has last sent e-mail: within 24 hours if no notice of non-receipt has been received by the sender.
23.9. In the event of a dispute between the parties to this agreement, then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.
23.10. If you are in breach of any term of this agreement, we may:
23.10.1. publish all text and Content relating to the claimed breach, including your name and email address and all correspondence between us and our respective advisers; and you now irrevocably give your consent to such publication.
23.10.2. terminate your account and refuse access to Our Website;
23.10.3. issue a claim in any court.
23.11. This agreement does not give any right to any third party.
23.12. We shall not be liable for any failure or delay in performance of this agreement which is caused by circumstances beyond our reasonable control, including any labour dispute between a party and its employees.
23.13. In the event of any conflict between any term of this agreement and the provisions of the constitution of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail.
23.14. The validity, construction and performance of this agreement shall be governed by the laws of New Zealand.