This Agreement is made between Gomenu Limited and the person named as the Customer on the Gomenu Order Form. In these Terms, "Gomenu" and "Gomenu Services" including but not limited to Gomenu's equipment, software, and any features, technologies or functionality provided by those products or services, offered by us from time to time.
You agree to pay the Fees within 7 days of receipt of the relevant invoice (unless we otherwise agree in writing).
All payments are to be made in the manner set out in the Order Form.
You must pay or reimburse us on demand for:
Any costs or expenses which we may reasonably incur in retaking, or attempting to retake, possession of any Equipment; and
Any costs or expenses (including legal costs and expenses on a full solicitor-own client basis) reasonably incurred by us in connection with the protection of any Equipment or the enforcement or attempted enforcement of our rights under this Agreement.
Late payment fees, default fees, repossession/field visit fees, assignment/variation fees, multiple refund fees and monthly invoice fees may also apply.
You authorize Gomenu to obtain, use, disclose, retain or other processes to your store information for promotion purpose or other marketing activities, that store information including but not limited to trademarks, location, images, products, and menus.
You have the priority to participate in on-line and off-line event promotions organized by Gomenu if you become a long term business partner with Gomenu.
You acknowledge that Gomenu may use third party suppliers to provide hardware, software, networking, connectivity, storage and other technology in order to provide the Gomenu Services. The acts and omissions of those third party suppliers may be outside of Gomenu’s control, and Gomenu does not accept any liability for any loss or damage suffered as a result of any act or omission of any third party supplier.
Except as otherwise agreed in writing by Gomenu all Equipment will remain our property at all times. You only have a right to use the Equipment, unless you have written confirmation from Gomenu. You must protect and make clear to others our interest in the Equipment
Delivery will be completed when the Equipment enters your possession and risk shall pass on delivery.
You must protect the Equipment, and not damage, deface, alter or tamper with it in any way.
Gomenu may charge you for the cost of repair or replacement in the event the Equipment is damaged, and for any liquid damage, abuse, pest infestation, electrical surges or any other issue excluding fair wear and tear. Gomenu may replace or repair any part of the Equipment at its discretion and you are liable for any charges in this regard.
You must not part with the possession of the Equipment (other than for maintenance or repair with an authorized repair technician of our choice) in any way unless agreed by Gomenu in writing.
You must get our consent before the location of the Equipment is changed.
You must only use the Equipment in the manner and for the purpose for which it was designed and in accordance with the manufacturer’s instructions. Opening any Equipment casing will be considered abuse and is strictly prohibited.
You must not purport to assign, sublet, bail, mortgage, pledge, grant a security interest in, sell, dispose of, or otherwise deal with the Equipment to any third party.
Replaced components become part of the Equipment once they have been exchanged for any reason.
If additional or different Equipment is provided to you, it will be on the same terms and conditions as contained in the Agreement and you must pay all additional Fees for that Equipment.
Gomenu have the right at any time during the Term, to enter the Premises to maintain, replace or remove any Equipment.
For as long as any amount due and payable by you to Gomenu remains unpaid, you irrevocably authorize us and our servants and agents to enter into or onto the Premises, to search for the Equipment and take back possession.
We agree to provide the Services to you with due care and skill and to a standard which could be reasonably expected from a service provider providing the same or similar services.
You agree to:
Use our Services for a lawful purpose only;
Follow our reasonable instructions about the use of any Service or Equipment;
Make sure all the information you give us is correct and complete (and promptly advise us of any changes).
Not use the Services or Equipment for any purpose that is defamatory, deceptive or misleading, or in a way that infringes any person’s intellectual property.
We require from time to time the ability to perform maintenance on our Equipment and Services. Gomenu will endeavor to ensure you are notified in advance but reserves the right to undertake urgent remedial maintenance at any time and without notice.
We will endeavor to install the Equipment at the Premises on the Install Date however take no responsibility should this date not be met.
In the event that any Equipment needs to be installed, serviced or maintained we will carry out such installation, service and maintenance at a time during Business Hours.
You agree to ensure that the Premises are at all times a safe working environment and (without limitation) will not contain asbestos or similar hazards.
Use of Equipment does not confer ownership rights in respect of any software that any Equipment may contain. You acknowledge and agree that Gomenu owns the intellectual property in the software. You shall not make copies of software, modify, decompile, disassemble, decrypt, extract or otherwise reverse engineer the software.
You may provide us with comments, feedback or suggestions on Gomenu Services, and you agree that we will be free to use, modify and incorporate such suggestions without any obligation to you.
From time to time, we may add, make changes to or remove altogether features or functionality of the Gomenu Services. You may need to install a new or updated version before you can receive the benefit of those changes. We may also decide to cease providing all or some of the Gomenu Services at any time, and nothing in these Terms is to be taken as a guarantee that the Apps or any Gomenu Services will always be available, either in its current form or at all, or that we will support, maintain or continue to offer the Gomenu Services, or the Apps or any version of them.
We may terminate this Agreement immediately by written notice to you if you or any of the following occur:
You default in the payment of any payment amount owed by you under this Agreement;
You are in breach of any other term of this Agreement and such breach is not remedied within 7 days of the breach arising;
You are unable to pay your debts as they fall due, or an application is made to adjudicate you bankrupt or an application or resolution is passed for your liquidation or winding up, or you are dissolved or struck off the New Zealand or Australian companies office register;
A receiver, liquidator, statutory manager or administrator is appointed over all or any of your assets and income, or you enter into, or propose any composition or arrangement with your creditors; or
Any act which you cause or permit threatens the safety, condition or safe keeping of the Equipment; or
You cease to carry on your business or you repudiate this Agreement or your conduct indicates that you no longer intend to be bound by this Agreement; or
You obtain any Equipment or Service by way of fraud or misrepresentation
Upon termination or expiry of this Agreement for any reason:
You must return the Equipment in good working order and condition (fair wear and tear accepted) to us at your cost, to our registered office. If you fail to do so we may enter the Premises where the Equipment is located, and use reasonable force to do so, to enable us to take possession of the Equipment (including Software and related documents).
You must immediately pay to us:
Any payments due and payable up to the date of termination;
The balance of any future payments which would have been payable up to the end of the Initial Term or then current Renewal Term (as applicable);
The market value of any Equipment if it is not returned (or not returned in good working order and condition (fair wear and tear accepted));
Any and all costs and expenses incurred by Gomenu Limited in relation to the early termination of this Agreement (including any collection or enforcement costs (including legal costs on a solicitor/client basis).
For the Warranty Period, Gomenu agrees to provide the warranty set out on the Order Form (if any). Should there be no warranty noted on the Order Form then the Equipment or Services shall be provided on an “as is where is” basis. Gomenu reserved the right to change a warranty period for a specific product.
The Customer must insure and keep insured the Equipment for full replacement value (or such other value as is agreed with Gomenu in writing) with an insurer acceptable to Gomenu.
Gomenu will not be liable to you, in any way related to this Agreement or the Equipment or Services, whether that liability arises in contract, tort (including negligence), equity, under statue or otherwise, for:
Loss of profits or loss of revenue (in each case whether direct or indirect); or
Any indirect, special or consequential loss or damage whatsoever (except in instances of fraud or willful concealment).
You indemnify us against:
Any loss of or damage to or by the Equipment, however arising;
Loss or liability for any death, injury or damage to any person or property arising directly or indirectly from the Equipment, its possession or use;
Any loss suffered and any expense incurred by us as a result of any breach by you of this Agreement.
You acknowledge that no third party whose network or services we use to supply the Services to you (nor any officer, employee, contractor or agent of such third party) is in any way liable to you in connection with the Services.
We will not be liable for any act or omission of any third party service provider that has not been engaged by us.
Unless otherwise provided in this Agreement, the Customer shall not remove the Equipment from New Zealand without Gomenu’s prior written consent.
You and the Guarantor(s) authorize Gomenu to obtain, collect, verify, retain and use personal information about you and/or Guarantor(s) including directors in the case of a limited liability company or trustees in case of a trust.
Both parties must each keep confidential all information about the other which is, by its nature, or is advised by the other party in writing to be, confidential and which comes into its possession.
You authorise Gomenu to fill out any spaces left blank by you in this Agreement, including but not limited to, correct any errors relating to any aspect of this Agreement.
Gomenu will not be liable at any time to perform its obligations, where such failure is due to circumstances which are beyond Gomenu’s reasonable control including, without limitation, industrial action, power outages, shortage of materials and delays or failures by you, your infrastructure, or by any third-party.
If any clause or term of this Agreement shall be invalid, unenforceable, or illegal then the remaining terms and provisions of this Agreement will be deemed to be severable therefrom and will continue in full force and effect unless such invalidity, unenforceability or illegality is fundamental to this Agreement.
This Agreement is governed by New Zealand law and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.
The person(s) signing this Agreement confirms that they are properly and duly authorized to sign on behalf of you. Should they not be authorized then they agree to accept full responsibility for all aspects of the Agreement in the same manner and to the same extent as if they were the Customer.
The Customer may not assign or transfer all or any of its rights, benefits and obligations under this Agreement without the prior written consent of the Gomenu, the granting of which shall be at the sole and unfettered discretion of the Company. If you wish to assign your rights under this Agreement, you can apply to do so.
The Company may assign this Agreement to a financier of the Company at its sole discretion. Where such an assignment occurs, the Customer agrees and acknowledges that the financier shall take assignment of all rights of the Company under this Agreement.