MEDIUM Product Partner Terms and Conditions

The service:

MEDIUM is an industry publication providing guidance on the technical design of new medium density dwellings in New Zealand. MEDIUM will be published as a hard copy guide and also an interactive website, provided free for architects and builders to use.

Guy Marriage (GM) provides:

1. Writing and authoring of MEDIUM,
2. Selection, vetting and final approval of Content featured in MEDIUM,
3. Management of the book design of MEDIUM.

EBOSS provides:

1. Administrative services associated with the selection of Content,
2. The ability for Users to view MEDIUM via a digital interface,
3. Management of the printing and publishing of MEDIUM physical book,
4. Marketing services of the physical and digital format including but not limited to website hosting, electronic and email newsletters, blog posts, digital marketing campaigns,
5. Management of the distribution of both the physical and digital format of MEDIUM.

1. Agreement:

1. These Terms apply to all Confirmations for MEDIUM.
2. All Products/Systems are subject to approval by GM at his absolute discretion.
3. The Product Partner/Supplier shall be deemed to have accepted these Terms once the Product Partner/Supplier has signed and/or submitted the Confirmation and/or paid the 1st installment.
4. The Confirmation (and any attachments), together with these Terms, constitute the entire agreement between the parties and supersedes all prior representations, agreements, statements and understandings, whether verbal or in writing, on the subject matter of the Agreement.
5. If any of these terms and conditions are held to be invalid, unenforceable or illegal for any reason, the remaining terms and conditions shall nevertheless continue in full force.
6. Placements are only valid after all Fees, including the 1st installment, and any other amounts payable in advance of the Confirmation have been received by EBOSS.
7. The Product Partner/Supplier will pay the 1st installment and 2nd installment no later than the date(s) specified by EBOSS in the Confirmation
8. In the event that any monies are not paid in full by the Product Partner/Supplier when due under the Agreement, EBOSS shall be entitled to charge interest at a rate of 2.5% per month or part month overdue, and EBOSS is, in addition, entitled to recover all debt collection costs and related legal expenses (on a solicitor-client basis).In the event any monies due are not paid in full, EBOSS reserves the right to refuse/cancel the Confirmation.

2. Content:

1. In order to be able to feature content in MEDIUM, Product Partner/Suppliers must submit their Content in the manner described on the Product Registration form.
2. The Product Partner/Supplier agrees and will be responsible for submitting current, accurate and up-to-date information on the Product Registration form to GM/EBOSS or as per request.
3. The Product Partner/Supplier acknowledges that all Content submitted will be treated as non-confidential.
4. The Product Partner/Supplier warrants that their Content is not fraudulent, defamatory or otherwise unlawful in any respect, and does not infringe the Intellectual Property Rights, confidentiality rights, privacy rights, property rights or any other legal rights of any Person.
5. By supplying content, the Product Partner/Supplier automatically grants, and represents and warrants that they have the right to grant, a non-exclusive, royalty-free right to use, copy, perform, display and distribute such Content throughout the world.
6. The Product Partner/Supplier shall not, whether directly or indirectly, do anything which will or might lead them to defeat the provisions or intent of these terms and conditions.
7. Each of the parties will execute and deliver any necessary documents and any further acts as may reasonably be required from time to time to give effect to the provisions and intent of the Agreement.
8. GM/EBOSS will use reasonable endeavours to ensure the uploaded Content matches the data originally supplied by the Product Partner/Supplier but accepts no responsibility for any error, omission or inaccuracy in any converted Content, whether caused by GM/EBOSS’ negligence or otherwise.
9. GM/EBOSS will supply a proof of any converted Content for the Product Partner/Supplier’s approval before final publishing and printing. GM/EBOSS reserves the right to charge for any subsequent amendments.
10. GM/EBOSS reserves the right (without obligation) to refuse or prevent detailing of content at its sole and absolute discretion. GM/EBOSS may, but shall not be obliged to, provide reasons for its decision and you shall have no rights to question or challenge GM/EBOSS’ decision in this regard.
11. GM/EBOSS shall, in its sole discretion, determine the positioning and placement of all content in MEDIUM.
12. The Product Partner/Supplier is authorised by GM/EBOSS to use the Publication name and Trade Marks solely in connection with Product Partner/Supplier reasonable advertisement and promotion of MEDIUM. The Product Partner/Supplier agrees to accept and observe any conditions and discretions that GM/EBOSS may impose from time to time as to the use of Trade Marks (including the Publication name).
13. Whilst GM/EBOSS will endeavour to deliver advertising or other Services on the nominated publication or supply date, GM/EBOSS do not warrant that they will publish, post or deliver advertising or other Services within a certain time, and have no liability for non-attainment of any nominated publication or supply date.

3. Scope or timing change by GM/EBOSS:

GM/EBOSS reserves the absolute right to, at any time:

1. Change the structure or scope or the release date of MEDIUM.
2. Amend or update the Agreement.
3. In this situation, GM/EBOSS retains full discretion whether to offer a refund of any Fees or other amounts paid.

4. Cancellation by Product Partner/Supplier:

The Product Partner/Supplier acknowledges and agrees that for cancellation notices received from the Product Partner/Supplier:

1. Any cancelations are void and full payment is required as per the date(s) specified by EBOSS in the Confirmation.

5. Liability:

1. The Product Partner/Supplier shall ensure that its employees, agents and contractors adhere to the terms of the Agreement.
2. The Product Partner/Supplier agrees to indemnify GM/EBOSS for all loss resulting directly or indirectly from any breach of the Agreement by its officers, subsidiaries, affiliates, successors, assigns, directors, contractors, agents, service providers, suppliers and employees.

6. Force Majeure:

1. GM/EBOSS shall not be liable for any non-performance, loss or damage arising directly or indirectly due to an act of God, fire, armed conflict, labour disputes, civil commotion, intervention of a government, accidents, interruption to transportation or telecommunications, weather, illness or cancellation or any other cause outside its control.

 7. Miscellaneous:

1. This Agreement shall be construed in accordance with and governed by the laws of New Zealand and the parties submit to the non-exclusive jurisdiction of the New Zealand courts in respect of all matters relating to this Agreement.
2. Notices under the Agreement can be delivered in person, or by email to the address notified in the Confirmation.
3. All references to fees and payments in this Agreement shall be GST exclusive.
4. References to currency or times are references to New Zealand currency or times.
5. Any reference to legislation, statute or other laws includes reference to any modification, substitute for, consolidation or re-enactment of it and any regulation, order in council or other instrument from time to time made or issued under such legislation, statute or other laws.

8. In these terms and conditions:

Agreement

means these Terms together with the Confirmation. The Agreement may comprise physical and/or electronic written documents.

Confirmation

means the electronic form, statement of work or equivalent document containing details of the Product Partner/Supplier, Products/System, Fee and related information, whether in physical or electronic form (including email form).

Content

means documents, drawings, forms, templates, information or other materials submitted, including (without limitation) technical manuals, blogs articles, technical advice, case studies and advertising (together referred to as “Content”).

Deposit

means the Installment Fee deposit (if any) specified in the Confirmation.

EBOSS

means Quad Concepts Limited, trading as EBOSS, and includes its directors, officers, employees and representatives.

GM

means Guy Marriage, Author, University of Victoria Senior Lecturer and Director First Light Studio.

GST

means goods and services tax in terms of the Goods and Services Tax Act 1985, at the rate prevailing from time to time.

Intellectual Property Rights

means all rights conferred under statute, common law and equity in and in relation to inventions, designs, trademarks, trade names, logos, CAD files, PDF Detail Drawings, technical product literature layouts, confidential information and copyright and any other right granted by operation of law which confers protection on any written, artistic or other work created by intellectual effort and all associated intangible assets created as a by-product (including market position, brands, tradenames) in relation to any work.

Product Partner/Supplier

means any product supplier company or partners, and any other persons that submit Content or that receive or subscribe for any other paid Service.

Terms

means these terms and conditions.

User

means any User using the Service and its agents, successors and permitted assigns.