Acceptance of terms
These terms and conditions apply to all products and services the Client purchases from Benchmark Computer Services now and in the future. Not only do these terms give you certainty as to your rights and obligations, they also ensure we can focus on delivering the best possible service to you.
Each purchase incorporates these terms ("General Terms") and any special terms ("Special terms") relating to each product.
By using Benchmark Computer Services you agree to all the terms below.
In these General Terms and any relevant Special terms, unless the context otherwise requires:
Charges – means the sums payable by the Client for the relevant Services, and any additional work done by Benchmark Computer Services from time to time, and may include additional administration fees, management fees, and non-refundable establishment fees together with any payment processing fees. All Charges are quoted exclusive of GST unless expressly stated otherwise.
Client – means the person, firm or company acquiring Services under these General Terms and any relevant Special terms.
General Terms – means the terms and conditions set out in this document, which govern the overall relationship between the Client and Benchmark Computer Services.
Benchmark Computer Services – means SEO Services Limited trading as Benchmark Computer Services, a company incorporated in New Zealand, or any of its successors or assignees.
Intellectual Property Rights – means any patent, trademark, service mark, copyright, moral rights, right in a design, know-how, confidential information and all or any other intellectual or industrial property rights whether or not registered.
Services – means the products and services to be delivered by Benchmark Computer Services to the Client as agreed from time to time.
Special Terms – means the specific terms of delivery relating to one or more of the Services posted on Benchmark Computer Services’ website together with the payment terms on any relevant invoices.
Our service delivery
In these General Terms and any relevant Special terms, unless the context otherwise requires:
1) Benchmark Computer Services agrees to deliver the Services to the Client, as provided in clauses 10 to 15 below, and the Client agrees to pay the Charges, in accordance with these General Terms and any relevant Special terms.
2) Where Services are acquired free of Charges via the submission of information and content online:
- The person submitting the form and/or content warrants that they have the full power and authority of the Client to enter into these General Terms on behalf of the Client.
- The person submitting the form agrees to be bound in the same manner as the Client, jointly and severally, for all the warranties, indemnities and obligations (not relating to Charges or payment) of the Client, and to be bound by the limitations of liability, in these General Terms.
- For the avoidance of doubt, such Services will remain subject to these General Terms and any relevant Special terms.
3) The Client agrees and acknowledges that:
- Delivery of the Services may depend on the operation, rules and terms of conditions of service of a number of third party providers (for example, but without limitation, social media platforms such as Facebook, search engines, such as Google, and the like) and all Services are ultimately delivered subject to those constraints. The Client agrees that Benchmark Computer Services will not be under any obligation to deliver Services where and to the extent that such third party providers' constraints render Benchmark Computer Services unable to deliver them.
- Benchmark Computer Services uses the services of a number of third parties. They have their own terms and conditions, and the Client acknowledges that they have familiarised themselves with and agreed to all third party terms referred to in any Special terms.
- Telecommunications systems may sometimes require downtime outside of Benchmark Computer Services’ control, and some or all of the Services may be unavailable from time to time for such reasons.
- Benchmark Computer Services may refuse, reject or remove any content provided by the Client at any time from the Services, without prior notice, if Benchmark Computer Services reasonably believes the content, or use of the content, contravenes any law, infringes or is likely to infringe any rights of a third party or is misleading, inappropriate, unsuitable, offensive, obscene, defamatory or indecent.
- Benchmark Computer Services cannot and does not make any warranty as to the consumer response to the Services, nor that the Client's business, or the Services/results from them, will appear in any particular manner within any third party websites or services.
- Benchmark Computer Services, in its absolute discretion, may determine the presentation of the Services and cannot guarantee the presentation of the Services in all the methods by which the content within them may be accessed (for example, without limitation, depending on the computers or other devices, operating systems, applications and browsers in use). Benchmark Computer Services will not be responsible for the incorrect appearance of any content within the Services, including without limitation:
- the duration, nature, size, design and placement of any page, site or application;
- the classification of business categories, keywords, regions and search criteria.
- Benchmark Computer Services may use the Client's content, including but not limited to its name, phone number, address and business description, for any of the Services including websites, mobile listings and applications, available from time to time and that Benchmark Computer Services may develop in the future. Benchmark Computer Services may include its trade marks and other proprietary content of Benchmark Computer Services within the Services, but Benchmark Computer Services does not endorse the Client's goods or services. The Client authorizes Benchmark Computer Services to continue to use the Client's content in such a manner following the expiry or termination of the relevant Services, unless the Client gives notice to Benchmark Computer Services to cease such use, and grants to Benchmark Computer Services all necessary licence and consent to any Intellectual Property Rights in the content necessary.
4) All Intellectual Property Rights in any content produced by Benchmark Computer Services for the Client, except for those in any logos, designs, names and other material originally supplied by the Client, will vest absolutely in and remain the exclusive property of Benchmark Computer Services.
5) The Client may not assign any of its rights under these General Terms or any relevant Special terms without the prior written consent of Benchmark Computer Services.
6) The Client indemnifies Benchmark Computer Services against losses incurred as a result of Benchmark Computer Services’ own acts and/ or omissions. All care will be taken by Benchmark Computer Services but no responsibility can be accepted by Benchmark Computer Services for the loss of information, data, emails, files, or any other form of electronic data.
7) These General Terms will apply to all Services in conjunction with any relevant Special terms. In case of any conflict or ambiguity between the General Terms and relevant Special terms, those Special terms shall prevail.
Changes to the terms
8) Benchmark Computer Services may vary all or any part of the General Terms or the Special terms at any time by written notice to the Client.
9) The Client's continued use of the Services following a variation referred to in any notice under clause 8 becoming effective, or 7 working days after receipt of such notice, whichever is the later, will be deemed to constitute acceptance of the variation.
Benchmark Computer Services’ obligations
10) Benchmark Computer Services will provide the Services to the Client.
11) Benchmark Computer Services will use reasonable commercial endeavours to commence the Services within 4 weeks of receipt of payment or confirmation of a secure payment arrangement for the relevant Services, unless a different timescale is agreed between the parties.
12) Benchmark Computer Services is not obliged to collect or create content for the Client, but may use existing content the Client has provided to Benchmark Computer Services or generate content from the Client's website or (with the Client's approval) a third party website for the Services. If Benchmark Computer Services cannot generate content from the Client's website or a third party website and no content is provided to Benchmark Computer Services by the Client, Benchmark Computer Services will not be obliged to upload any content as part of the Services. The Special terms for the particular Services may have specific client content requirements.
13) Any content generated by the Client for use within the Services may be subject to Benchmark Computer Services’ approval process before that content is published. Benchmark Computer Services will use reasonable commercial endeavours to undertake any approval process within a reasonable time.
14) Benchmark Computer Services will use reasonable commercial endeavours to ensure the Services accurately embody the approved content provided by the Client, or published on the Client's website or a third party website (approved by the Client). Benchmark Computer Services will not be responsible for any errors that are within content approved by the Client or which arise from material provided by the Client or any third party, and will not be obliged to rectify any errors in any content posted or any other material within the Services unless the Client gives notice of them to Benchmark Computer Services.
15) The Client may request that Benchmark Computer Services change any content within the Services at any time after they are first delivered, and Benchmark Computer Services will use reasonable commercial endeavours to comply with those requests. Benchmark Computer Services may levy reasonable additional Charges for such work in addition to the particular Charges for the Services.
16) The Client will pay the Charges in accordance with clause 21.
17) The Client will:
- provide Benchmark Computer Services with such text, artwork, information, logos, designs and any other material requested, and will do so in such formats and at such time or times, as may be reasonably required for Benchmark Computer Services to deliver the Services. The Client will be solely responsible for ensuring that such material is accurate and complete,
- provide Benchmark Computer Services with accurate and complete answers to business profile questions in a timely manner to enable Benchmark Computer Services to deliver the Services,
- obtain all necessary licences or consents that are required in connection with the use of names, logos, artwork and other material or content supplied by the Client for use within the Services.
18) To the extent that the Client supplies Benchmark Computer Services with any original material in which the Client holds relevant Intellectual Property Rights, the Client grants a worldwide, perpetual, royalty-free licence to Benchmark Computer Services to publish, reproduce, adapt, and otherwise deal with and use without limitation any such material for the purposes of delivering the Services.
19) Except in relation to content provided by the Client, the Client will not (and will not permit others to) reproduce the Services, any unused material prepared by Benchmark Computer Services, or other material in which Benchmark Computer Services holds Intellectual Property Rights, without Benchmark Computer Services’ prior written consent.
20) The Client will not use a robot, spider, crawler, scraper or other unauthorised automated means of whatever nature to access the Services or Benchmark Computer Services’ website for any purpose.
21) The Client will pay the Charges free of any deduction or set off whatsoever, in accordance with any relevant Special terms, by the due dates specified on the relevant invoices.
Failure to pay
22) If the Client fails to pay Benchmark Computer Services any Charges owed by the relevant due date, or if any payment the Client has made to Benchmark Computer Services is declined or otherwise not received by Benchmark Computer Services , Benchmark Computer Services may do any of or all of the following:
- charge interest on the unpaid amounts due (at the monthly rate of 2.5%) from the date the amount became due until it is paid in full;
- charge any reasonable debt collection and legal costs incurred as a result of the Client's failure to pay the amounts due;
- charge a late payment administration fee of $15 per month for any month or part thereof that a due payment remains outstanding under any invoice;
- suspend the relevant Services or terminate them in accordance with clause 30.b.; and
- on-charge to the Client any dishonour or other fees arising from the Client’s failure to pay.
23) Benchmark Computer Services will be under no obligation to continue to deliver any Services to the Client whilst there remain any Charges or other sums due from Client but unpaid in respect of those Services.
Termination of services – General
24) The termination or expiry of the Services shall not affect any rights or liabilities of the parties already accrued, except to the extent necessary, and these General Terms will continue to apply.
Termination by the client
25) In addition to any statutory or other legal rights of the Client, the Client may terminate any or all of the Services by giving Benchmark Computer Services written Notice. If the Client terminates Services in accordance with this clause, any Charges for the relevant Services paid to Benchmark Computer Services will not be refunded to the Client. If an invoice has been generated for Services agreed to by the Client, and the Client wishes to terminate the Services, the Client is obligated to pay the issued invoice. No further invoices will be generated. For the purpose of this clause, written confirmation is deemed received:
- if by electronic mail, when the email arrives in the Client's inbox and they can reasonably be expected to have read it; or
- if by post, two days after the written confirmation is posted by Benchmark Computer Services.
26) Refunds on Services paid for will not be made. Benchmark Computer Services will take all reasonable commercial endeavours to transfer rights and responsibilities to the client of any appropriate service.
27) If the Client terminates any Services for any reason prior to the expiry of the relevant term, then Benchmark Computer Services will not be obliged to remove any content, cease delivery of the those Services, except where notice has been given as set out in clause 3.6.
Termination by Benchmark Computer Services
28) Benchmark Computer Services may terminate all or any of the Services with immediate effect on notice to the Client, if the Client:
- ceases or threatens to cease to carry on its business or becomes insolvent, has a receiver or administrator appointed, makes any arrangement for the benefits of its creditors, goes into liquidation or enters into any other insolvency process; or
- commits a material breach of these General Terms or any relevant Special terms and (in the case of a breach capable of remedy) fails to remedy it within 7 working days of receipt of notice from Benchmark Computer Services specifying the breach and recording an intention to terminate if the breach is not remedied.
29) Benchmark Computer Services is committed to providing the highest level of customer service. However, if for any reason the Client is unhappy with the Services or experience it has received from Benchmark Computer Services, in the first instance the Client agrees to direct its complaint to Customer Care who will investigate the Client’s concerns fairly and within a reasonable time.
30) If Customer Care are unable to resolve the Client’s complaint, it will be referred to the General Manager for an independent review in accordance with internal policy and resolution methods. The General Manager will acknowledge receipt of the Client’s complaint within 7 calendar days, and will respond to and attempt to resolve the complaint within a reasonable time, having regard to the complexity of the complaint.
31) If the complaint remains unresolved, or if the Client is dissatisfied with Benchmark Computer Services’ response, provided the Client has completed the steps set out in clauses 48 to 49 above, then the Client my take steps relating to the matter in an appropriate New Zealand court or tribunal.
N.B. Your purchase may also be governed by Specific Terms and Conditions. These can be found on our website at benchmarkcomputers.co.nz. Please familiarise yourself with both sets.
32) All domain names registered under Benchmark Computer Services on the New Zealand WHOIS register remain the property of Benchmark Computer Services.
33) All domain names transferred from any other provider to Benchmark Computer Services are held in Benchmark Computer Services’ domain account. If you terminate Services and require your domain name to be transferred away from Benchmark Computer Services, Benchmark Computer Services will do so on confirmation that all invoiced Services have been paid for by the Client.
34) All Google Ads accounts that were set up by Benchmark Computer Services will remain the property and in the sole possession of Benchmark Computer Services and under no circumstances will accounts, campaigns, ad groups or keywords be transferred into the ownership of either the Client or a Third Party.