Terms and Conditions
These terms apply if:
Archived Terms and Conditions
If you are a business customer who signed up to or re-signed for fixed line and/or broadband services before 17 March 2015 and we specified that the Business Terms and Conditions apply to those services, please see your terms here.
Additional Terms and Conditions
Where a Service for which you have applied is subject to specific terms and conditions published on our Website, the specific terms and conditions (as amended from time to time) shall form part of this Agreement. If there is any inconsistency between these terms and any other terms and conditions, then these terms will take precedence, except as expressly stated otherwise.
These terms and conditions may change from time to time. For the most up to date copy, please see vodafone.co.nz/legal/terms-conditions.
It’s important that you read all the terms in full, but some points we want to bring to your attention are as follows:
If you have any questions about these terms at any time, please email us.
1 TERM OF AGREEMENT
1.1 This Agreement commences on the date on which your Services are activated (or such other date specified in your Sign-up Agreement) and will continue until terminated in accordance with this Agreement.
2.1 We will begin providing the Services to you in accordance with the timeframe that the parties agree in writing or, if no timeframe is agreed, within a reasonable time.
2.2 The Services are described in the Service Descriptions.
2.3 We are free to choose and change the manner in which and the technologies by which we provide a Service.
2.4 The Services and/or your connection may be changed, withdrawn, terminated or suspended by us in accordance with this Agreement, in particular clauses 11, 12 and 21.
3 OUR COMMITMENT TO YOU
3.1 We will always:
3.2 From time to time we may temporarily suspend or restrict a Service so that we can carry out maintenance and development work on the Network. We will always try to make sure that such suspensions or restrictions take place outside normal business hours.
3.3 Subject to clause 23.4, if any Service for which a fixed Charge is payable by you is unavailable for more than 24 consecutive hours (other than as a result of a breach of this Agreement by you) then we will, if you ask us to, credit or refund an amount equal to the fixed charges that would have otherwise been payable over the period of unavailability.
4 YOUR COMMITMENT TO US
4.1 You will:
(a) not use the Services in any way which is unlawful;
(b) not use the Services in any way which could interfere with or damage our Network, any other operator’s network, or another customer’s enjoyment of our services;
(c) give us and our third party suppliers such access to your premises as is reasonably necessary to enable us or our third party suppliers to fix any fault with the Services;
(d) follow our reasonable instructions about the use of the Services;
(e) only use the Services for the purposes for which they are provided; and
(f) not use the Services in a manner which we consider to be an out of the ordinary or inappropriate use of the Services. Activities such as auto dialling, continuously call forwarding and use of Cellular Trunking Units (CTUs) are not permitted. If your inappropriate use continues after we ask you to stop or alter the nature of such usage, we may without further notice, suspend, modify or restrict your use of the Services or cancel your access to the Services; and
(g) only use the Services for your own internal business requirements and not sell, rebill or otherwise provide any of the Services to anyone else without our prior written consent.
4.2 You will make sure that all information you give to us is complete and accurate; this includes advising us promptly if you change premises or postal address.
4.3 You will, if we ask you to, obtain any third party authorisation, licence or consent that we reasonably require in connection with the provision of the Services (such as building consent).
4.4 You acknowledge that you are responsible for any use of the Services by any third party, whether authorised by you or not.
4.5 If you breach clause 4.1 and we incur costs you will if we ask you to reimburse us for our reasonable costs.
4.6 We may charge you on a time and materials basis for diagnosing and/or fixing faults reported by you that fall outside our responsibilities under this Agreement or are not attributable to our Equipment, software or network.
5 CHARGES, INVOICING AND PAYMENT
5.1 You will pay our Charges for all the Services we provide to you, irrespective of who ultimately uses them (excluding any Charges that are incorrectly incurred due to our error). You will also pay our Charges for Services used by you which we invoice you for but which originate from a third party service provider (e.g., directory assistance services, 0900 calls). The Charges will apply from the date you are connected to the Network so that you are able to receive the Services. You will pay any GST that may be payable in addition to the Charges.
5.2 We will invoice you at approximately monthly intervals for the Services we provide to you. If you receive invoices in paper format, we may charge you for this. Fixed Charges will normally be invoiced in advance and other Charges will normally be invoiced in arrears. Sometimes Charges will not show on your invoice until some time after the month in which they are incurred. You will still be liable for all such Charges.
5.3 Subject to clause 6.1, you will pay each invoice by the Payment Date (set out in that invoice) without set-off, counterclaim or deduction.
5.4 If any invoiced amount remains unpaid after the Payment Date we may charge you a Late Payment Fee.
5.5 If we have to spend money on collecting overdue amounts from you then you will reimburse us for those costs.
5.6 Part payment of your invoice will not amount to a full and final settlement unless we have agreed to this in writing.
5.7 Unless stated otherwise in a Service Description, calls are charged on a minute plus second basis (calculated to the next second). There is a one minute minimum charge for each call. The charge for each call is rounded to the nearest cent.
6 DISPUTED ACCOUNTS
6.1 If you believe that an invoice contains a mistake, please contact us as soon as possible and we will investigate the matter. You may withhold payment of the disputed amount, although you must still pay any undisputed amount by the Payment Date.
6.2 If we agree that we have made a mistake then we will correct the invoice immediately. If we find that there is no mistake, and the Payment Date has already passed, you will pay the outstanding amount straight away plus any Late Payment Fee that we may charge you under clause 5.4.
7 CREDIT ARRANGEMENTS
7.1 We are not obliged to begin providing Services to you until we have satisfied ourselves that you will be able to pay the Charges. If we have already begun providing Services to you and we then receive an unsatisfactory credit check, we may stop providing any Services straight away. We may pass on your information to credit reporting organisations so that they can run credit checks on our behalf at any time. We may also let those organisations know if you have not paid our Charges. At any time those organisations may pass on to us information about you that they hold. We will use that information to make decisions about providing or continuing to provide you with Services. Those organisations may keep any information about you that we have passed on to them and use it for the purposes of their businesses, which may include supplying it to other entities that use their services.
7.2 We may at any time require you to make an advance payment or provide some other form of security to cover amounts payable by you under this Agreement. We may suspend the provision of Services if you fail to provide such security. If this Agreement is terminated we will return to you any security not required to cover outstanding amounts.
8 OUR EQUIPMENT
8.1 If we provide Services that require location of our Equipment on your premises then you will give our representatives safe access to your premises so that we can install, inspect, maintain, replace or remove our Equipment. If you are in rented premises then you will obtain the written permission of the owner that we are authorised to access, and locate our Equipment on, your premises for these purposes.
8.2 We will always make sure that our Equipment is safe, free from material defects and fit for the specific written purpose for which it is provided.
8.3 You will:
(a) provide a safe and secure operating environment for our Equipment.
(b) take reasonable precautions to protect our Equipment from radio or electrical interference and power fluctuations
(c) not damage or interfere with our Equipment;
(d) pay our Charges for repairing or replacing any of our Equipment that is lost or damaged while located on your premises. We will however pay the costs of transporting our Equipment from your premises to us to be repaired; and
(e) if we ask you, obtain and maintain insurance (to a value agreed by us) with a reputable insurance company against any loss or damage to our Equipment while under your control.
8.4 If our Equipment is no longer required, or if you damage or interfere with our Equipment, then we may remove it from your premises.
9 YOUR EQUIPMENT
9.1 You will ensure that all of your equipment that is connected to the Network and/or to our Equipment is telepermitted and is installed in accordance with our specifications.
9.2 You will follow our reasonable instructions about modifications that you may need to make to your equipment so that you can use the Services, including (without limitation) modifications to avoid any danger or interference your equipment may cause to the Services, the Equipment or the Network.
9.3 Notwithstanding anything else in this Agreement, if your equipment causes a fault in the operation of a Service then you will, if we ask you to, pay us the reasonable costs of restoring that Service.
10 NUMBERS, ADDRESSES & OTHER CODES
10.1 We may allocate phone numbers, electronic addresses and other codes to you. Phone numbers may also be allocated to you by another telecommunications service provider, and Ported to us. You will not have any ownership rights in those numbers, addresses and/or codes.
10.2 If required by law or if it is necessary to do so for operational reasons, we may change any phone number, electronic address or code allocated to you. However, we will always give you as much notice as reasonably possible of any such change.
10.3 If you are disconnected from the Network for any reason and you have not Ported all or some of your phone numbers prior to disconnection then we may reallocate your phone number to another customer.
11.1 We may suspend the provision of Services at any time if you breach this Agreement or if we consider (acting reasonably) that you have breached this Agreement. We will always give you at least 5 Working Days’ notice of our intention to suspend, unless you breach or we consider (acting reasonably) that you have breached clause 4.1 or clause 7.2, in which case we may suspend Services without notice.
11.2 If we suspend the provision of Services to you at any time, we may require you to pay a temporary disconnection charge and/or a reconnection charge (which would be a condition of lifting any such suspension).
12.1 We may cease providing any Service or terminate this Agreement after the expiry of the Initial Term by giving you not less than 30 days’ notice in writing.
12.2 You may give up any Service or terminate this Agreement at any time by giving us not less than 30 days’ notice in writing. Our Charges are payable by you throughout the 30 day notice period even if you are outside the Initial Term. In addition, if you terminate during the Initial Term you will be required to pay any Early Termination Charges that are payable under clause 13.2.
12.3 Notwithstanding clauses 12.1 and 12.2, either party may terminate this Agreement or particular Services at any time by giving the other party notice in writing where the other party:
(a) commits a material breach of this Agreement which is incapable of being rectified;
(b) commits a material breach of this Agreement which is not rectified within 30 days of written notice of that breach having been given to the other party by the terminating party;
(c) (or its directors or principals) goes into liquidation, bankruptcy or receivership (or it appears that any of these events is likely to happen);
(d) has a receiver or statutory manager appointed over any or all of its assets; or
(e) is removed from the Companies Register (other than as a result of a solvent amalgamation), is dissolved or dies.
12.4 Notwithstanding any other clause in this Agreement, we may disconnect your connection or terminate particular Services:
(a) if any of our licences to operate our network end or are suspended or any agreement with a third party which is required to provide the Service expires or ends;
(b) if, for any other reason, the relevant Service is no longer viable, we or a service provider are unable to provide it, we or a service provider are withdrawing it from general availability, or we or a service provider are replacing it with a new service,
provided that, in either case, we will try to give you advance notice and you will only have to pay any outstanding Charges incurred up to and including the time of disconnection.
13 CONSEQUENCES OF TERMINATION
13.1 When this Agreement is terminated or Services have ceased to be provided to you:
14.1. We collect, use and disclose Personal Information about your Users and other representatives in accordance with:
(a) the Privacy Act 1993;
(b) the Telecommunications Information Privacy Code 2003;
(d) this Agreement.
14.4 Neither party will reveal any information concerning the provisions of this Agreement or information provided under it to any third party, other than:
DIRECTORY ASSISTANCE AND LISTING
15.1 If you have a phone service with us, we will give you the opportunity to tell us whether you want information about you and/or your Users to be included in any telephone directory, any similar directory and/or any directory assistance service operated by us or a third party.
15.2 Unless you tell us that you do not wish to be listed in any telephone directory, any similar directory and/or any directory assistance service, your name(s), telephone number(s) and address details will be given to the directory assistance service provider for listing at your cost.
15.3 Any arrangement you make to be listed will be a matter between you and that directory listing service only.
15.4 Even if you elect not to be listed, your number may still be displayed to emergency service providers and to us.
16 INTELLECTUAL PROPERTY RIGHTS
16.1 You acknowledge that all rights to intellectual property contained in or relating to the Services and/or the Equipment (including any improvements or changes to any Service or to the Equipment) belong to us or to our licensors. However you are licensed by us to use that intellectual property, on a non-exclusive and non-transferable basis for the term of this Agreement, for the purposes, and in accordance with the terms, of this Agreement.
17.1 If we provide you with any software in connection with the provision of the Services, you:
18 COMPENSATION AND LIABILITY
18.1 For the purposes of section 5D of the Fair Trading Act 1986 (“FTA”) and section 43 of the Consumer Guarantees Act 1993 (“CGA”), the parties acknowledge and agree that, to the extent permitted by law:
(i) the Services provided to you under this Agreement are being provided and acquired in trade;
(ii) in respect of all matters covered by this Agreement, the parties are contracting out of the CGA and sections 9, 12A and 13 of the FTA; and
(iii) it is fair and reasonable for the parties to be bound by this clause.
18.2 We will compensate you for any damage or loss, which we directly cause to your tangible property through our negligence, provided that our maximum liability to you for such negligence under or in connection with this Agreement will be $50,000 for any event or series of related events and $100,000 for all events occurring in any 12-month period.
18.3 Subject to clause 18.2, our liability to you under or in connection with this Agreement, for any loss or damages which you incur as a direct result of our failure to meet any of our obligations under this Agreement or for any negligence by us in relation to the supply of the Services, will be limited to the value of 3 average months’ Services used by you under this Agreement for all events occurring in any 12 month period.
18.4 We are not liable in contract, tort (including negligence), equity or otherwise for:
(i) any loss that is caused by you, or any loss that results from your failure to take reasonable steps to avoid or minimise your loss;
(ii) any loss of data, loss of profits or loss of revenue; or
(iii) any consequential, indirect or special loss or damage,
suffered by you or any other person.
18.5 None of our officers, employees, contractors or Agents, nor any other Network Operator and/or third part supplier (including their officers, employees, contractors and agents) will be liable to you or anyone else for any claims, costs, damages, losses or other liabilities of any kind arising in any way from the Services or from your use of those services and our network, including (without limitation) your access to and use of any Telecommunications Service Provider’s site or Network Operator's networks. This clause creates an obligation that other Network Operators and/or our dealers, Agents and suppliers can enforce, whether as a defence or otherwise.
18.6 All warranties, terms, guarantees, representations and conditions that are not expressly set out in the Agreement are excluded to the extent permitted by law.
19 DISPUTE RESOLUTION
19.1 If any dispute arises out of this Agreement, neither party is to commence proceedings relating to the dispute (except where urgent interlocutory relief is sought) unless that party has first complied with this clause 19.
19.2 A party claiming a dispute has arisen is to give written notice to the other party specifying the nature of the dispute. On receipt of that notice, the parties will use all reasonable endeavours to resolve the dispute by discussion, negotiation or other informal means.
19.3 If the parties do not resolve the dispute within 10 Working Days of the receipt of the notice then either party can, by writing to the other, require that the dispute be mediated in accordance with the standard mediation agreement of LEADR New Zealand Incorporated (Leading Edge Alternative Dispute Resolvers), and the Chair of LEADR will select the mediator and determine the mediator’s fee.
20.1 Except as set out in clause 21.6, any notice given pursuant to this Agreement must be in writing and be delivered, or sent by post or by facsimile, to the other party’s contact address, as set out below.
Vodafone New Zealand Limited
20 Viaduct Harbour Avenue
As specified in the Sign-up Agreement.
20.2 Except as set out in clause 21.6, any such notice will be assumed to have been delivered:
21 ENTIRE AGREEMENT AND VARIATION
21.1 If your connection to our network or a Service has an Initial Term, then, during that Initial Term:
(a) We may change the minimum monthly Charge or other minimum Charge for your Base Plan or Early Termination Charge if the change is a result of a Regulatory Event or a change in the price from a third party supplier (such as a Network Operator) of a direct input required for your Service. We will give you notice of any such change as set out in clause 21.6 and may need to get your consent or allow you to take certain actions in accordance with clause 21.2.
(b) We may also change the minimum monthly Charge or other minimum Charge for your Base Plan or Early Termination Charge for any reason other than the reasons set out in clause 21.1(a). We will give you notice of such change as set out in clause 21.6 and may need to get your consent or allow you to take certain actions in accordance with clause 21.2.
(c) We may change or introduce other Charges (excluding the minimum monthly Charge) at any time. We will give you notice of such change as set out in clause 21.6. Clause 21.2 will not apply to changes made under this clause 21.1(c).
21.2 If we reasonably consider, or you can show us and we agree, that a change under clause 21.1(a) or 21.1(b) (but not a change under clause 21.1(c) or 21.3) has a material detrimental effect on you, we shall either:
(a) get your consent to the change; or
(b) allow you to change Pricing Plans or terminate the relevant Service within one month of the date of our notice of the change without any Early Termination Charge or transfer fees.
21.3 If your connection to our Network or a Service:
(a) was for an Initial Term, but the Initial Term has ended; or
(b) is otherwise on an open term,
we may change and/or introduce Charges. We will give you notice of such change as set out in clause 21.6. Clause 21.2 will not apply to changes made under this clause 21.3.
21.4 We may change or withdraw a Pricing Plan or Service from time to time. We may also move you to another Pricing Plan at any time if you will be better off. We will give you notice of any such change in accordance with clause 21.6. All changes to Charges are subject to clauses 21.1 – 21.3.
21.5 We may change the terms of this Agreement from time to time. We will provide you notice of any such change in accordance with clause 21.6. All changes to Charges are subject to clauses 21.1 – 21.3.
21.6 We will give you notice of any change (and the change shall take effect) as follows:
(a) If we reasonably consider that a change will have a neutral or positive effect on you, we can make the change immediately and do not need to give you any notice.
(b) If we reasonably consider that a change will have a minor detrimental effect on you, we will give you a minimum of 10 Business Days’ notice (or one month’s notice where possible) of the change by:
(i) Individual Notice where the change is made under clause 21.1(a) or 21.1(b); or
(ii) posting a notice on our Website or Individual Notice where the change is not made under clause 21.1(a) or 21.1(b).
(c) If we reasonably consider that the change has a material detrimental effect on you, we will give you:
(i) at least one month’s notice where the change is made under clause 21.1(a) or 21.1(b); and
(ii) at least 10 Business Days’ notice (or one month’s notice where possible) where the change is not made clause 21.1(a) or 21.1(b),
by Individual Notice.
(d) Notwithstanding anything else in this Agreement, we reserve the right to urgently change the terms of this Agreement if required by law or where necessary for security reasons, to prevent fraud or for technical reasons and may reduce any notice period in those circumstances.
21.7 We will consider you to be affected by a change for the purposes of this clause 21 if you have used or have been billed for that particular element of the Service affected by the change during the three months (or up to six months where we consider it appropriate) before the date of our notice of the change.
21.8 In addition to (and without limiting) any of our rights under this clause 21, we may change, from time to time, the technology or other means by which we provide the Services to you. We are not required to give you notice of any such change.
22.1 If there is any conflict or inconsistency between the terms contained in these Standard Terms and the Sign-up Agreement, then the Sign-up Agreement will take precedence.
23.1 You may assign any of your rights and obligations under this Agreement to any other person provided that you have obtained our prior written consent (such consent not to be unreasonably withheld).
23.2 From time to time we may assign any of our rights and obligations under this Agreement without your consent.
23.3 We may subcontract any or all of our obligations under this Agreement without your consent, but we will remain ultimately responsible to you for carrying out those obligations.
23.4 We will not be liable to you for any failure to perform our obligations under this Agreement during the time and to the extent that such performance is prevented by reason of a Force Majeure Event. We will notify you as soon as practicable after the Force Majeure Event occurs and endeavour to provide you with information regarding the extent of our inability to perform and an estimate of the time likely to be required to overcome the Force Majeure Event. We will use our reasonable endeavours to remedy or mitigate the effect of the Force Majeure Event and to complete our obligations under the Agreement as far as is reasonably practicable. You will not be required to pay any charges for any services to the extent that such services are not provided by us due to a Force Majeure Event.
23.5 If either party delays or fails to enforce any of its rights or remedies under this Agreement, this will not constitute a waiver by that party of that or any other right or remedy available to it.
23.6 This Agreement is governed by the laws of New Zealand. The parties agree to submit to the exclusive jurisdiction of the courts of New Zealand.
23.7 You may appoint an agent to act on your behalf in relation to this Agreement, provided that you first obtain our written consent.
24.1 In these Standard Terms, unless the context requires otherwise:
“Account Holder” means the Vodafone customer who is liable for all of the Charges payable under this Agreement.
“Agents” means any contractors, providers, dealers or agents appointed by Vodafone to perform any of Vodafone’s obligations under this Agreement.
"Agreement" means these Standard Terms, the Sign-up Agreement and any other terms and conditions which apply to the Services, including the Service Descriptions and any Service Levels, as may be amended from time to time in accordance with clause 21.5.
"Base Plan" means the bundle of entitlements for the Services which we provide to you on a monthly or other regular basis for a minimum monthly Charge or other minimum Charge.
"Charges" means any charges for the Services as set out or referred to in the Pricing Plan or referred to in this Agreement (excluding any charges that are incorrectly incurred due to our error). These may include a minimum monthly charge or other minimum charge for your Base Plan, additional charges for Extras, any other charges for the Services provided to you, one-off charges (such as installation or connection fees), and any charges for ancillary services. All Charges, unless otherwise stated, exclude GST.
"Customer Services" means the Vodafone Customer Services team, which is contactable on the number displayed on our Website.
“Early Termination Charges” means our early termination charges as they apply to you, available on our Website or by contacting Customer Services.
"Equipment" means any equipment (including software) (which we may or may not own) that we provide to you in connection with the provision of Services.
“Extras” means the optional extra Services we make available to you in connection with your Base Plan and for which you will incur additional Charges. This includes both optional extra Services that may be automatically available for your use in addition to your Base Plan’s entitlements and which you may use from time to time, and recurring optional extra Services which you may choose to add to your Pricing Plan.
"Force Majeure Event" means any event or circumstance beyond our reasonable control, including (without limitation) any act of God, fire, flood, storm, earthquake, terrorism or any natural disaster, any act of a public enemy, sabotage, embargo, malicious damage, riot or war, any Government intervention and any defect in or failure of any third party electricity network or infrastructure.
"GST" means goods and services tax as defined in the Goods and Services Tax Act 1985.
“Individual Notice” means a notice given to you by email, post, bill insert, bill message, TXT message or any other individual communication.
"Initial Term" means the initial term of a Service as set out in a Pricing Plan or otherwise agreed between us in a Sign-up Agreement.
“Late Payment Fee” means the fee for late payment published on our Website from time to time. Details of the Late Payment Fee can be found here.
"Network" means the telecommunications network that we use to provide the Services to you and to other customers (including any network to which we interconnect).
"Payment Date" means the payment date set out on each invoice we send to you.
"Port" means the process under which a phone number is transferred from one telecommunications service provider to another, in accordance with industry approved terms.
“Personal Information” means personal information (as that term is defined in the Privacy Act 1993) including telecommunications information (as that terms is defined in the Telecommunications Information Privacy Code 2003).
“Pricing Plan(s)” means the Base Plan plus any Extras, and any elements of these. Details of your selected pricing plan will be made available to you at the time you take the Service(s).
“Regulatory Event” means any legislative or regulatory change (including, any determination, direction or decision by a regulatory authority, or the introduction of or change to any regulations, reference offer or undertaking) that directly or indirectly has the effect of: altering the terms of this Agreement; making the operation of this Agreement impracticable; materially altering the burden (financial or otherwise) of us providing Services under this Agreement; making us incapable of performing this Agreement; or causing us (voluntarily or otherwise) to materially alter our operations or structure.
"Service Descriptions" means descriptions of the Services we will provide to you, as referenced in the Sign-up Agreement.
"Service Levels" means any service levels that apply to the Services, as referenced in the Sign-up Agreement.
"Services" means any or all of the services which we agree to provide to you from time to time in accordance with these Standard Terms as referenced in your Sign-up Agreement and/or described in the invoices we issue to you.
“Sign-up Agreement” means any application (including any terms and conditions) which you sign or agree to in relation to one or more Services.
"Standard Terms" means these standard terms, being clauses 1 to 24.
“User” means identifiable individuals who use the Services.
“you” means the Account Holder under this Agreement and “your” has a corresponding meaning.
“we” or “us” means Vodafone New Zealand Limited, 20 Viaduct Harbour Ave, Auckland and “our” has a corresponding meaning.
"Website" means our website at http://www.vodafone.co.nz
"Working Day" means a day other than Saturday or Sunday on which registered banks are open for business in Auckland, Wellington and Christchurch.
24.2 In interpreting this Agreement:
(a) references to either party include its respective successors in title and permitted assigns;
(b) the singular includes the plural and vice versa;
(c) where a word is defined, its other grammatical forms have a corresponding meaning; and
(d) a reference to any day, which is not a Working Day, will be deemed to be a reference to the next Working Day.