1. Acceptance of these terms

1.1. By consenting or using the services of Chivalry Limited you acknowledge that you have read and understood the terms and conditions of this agreement and the person signing the agreement is an authorised party for your business.
1.2. Your agreement with us and any associated contract term for services will commence on either:
1.2.1. The date that we advise you via your nominated email address that the services are available for your use or;
1.2.2. Your billing commencement date.
1.3. Where multiple services are provided, the contract start date for each service may vary.
1.4. Use of services will continue for at least the minimum time specified in your application for service unless this agreement is terminated in any other way described in clause 9.

2. Our Service

2.1. We are not obliged to provide services unless we accept your application. We can decide whether or not to accept any application.
2.2. You understand that Chivalry VoIP Service is not a traditional phone service and is provided on a best effort basis. We will use all reasonable endeavours to make our services available to you at all times, however things beyond our control such as power outages or the internet connection may disrupt the service we provide.
2.3. You accept that our VoIP is not a compliant voice service under the Emergency Calling Code. Please note Chivalry will still use all means possible to process your emergency call. Noncompliance simply means that this cannot be guaranteed.
2.4. You accept that our services might not be compatible with non-voice communication equipment such as home alarms, fax machines, Sky Digital and St. Johns Alarms.
2.5. We will be responsible for determining the manner in which the services are to be provided.
2.6. We will use all reasonable endeavours to make our services available to you at all times. However, our services rely on us using networks and services owned by other people. As a result we cannot promise that our services will always be available and fully functioning. If our services are unavailable for any reason we will endeavour to restore service as soon as possible.
2.7. While we take reasonable security precautions, due to the nature of telecommunications services we cannot guarantee the confidentiality of any calls or transmissions you make using our services.

3. Charges, Invoicing and Payment

3.1. All services are presented on an invoice basis. You will be billed on a monthly basis for plans, access and other additional services provided to you.
3.2. We reserve the right to change our rates from time to time and if we increase any rates we will give you as much notice as reasonably possible.
3.3. You are responsible for your account and must pay our charges regardless of whether you or some else uses those services.

3.4. Payment time frames, rental payment and advanced payment. Invoiced on the 1st of the month, payment the 20th of that month. If payment is not received on the last day of the month we reserve the right to terminate or restrict services.

4. Disputed Accounts

4.1. If you wish to raise a billing concern, all disputes and concerns must be submitted in writing clearly detailing the actual dispute.
4.2. You will need to notify us within 30 days of receiving any invoice of any concern.
4.3. If we agree that there is indeed a mistake, we will correct the invoice as soon as reasonably possible. However, if in fact there is no mistake, the outstanding amount must be paid immediately on being notified of our finding.

5. Using Our Services

5.1. You must not use our services (or permit our services to be used) in a way that:
5.1.1. Breaks any law.
5.1.2. Infringes anyone’s rights.
5.1.3. Or in a way that is malicious, obscene or offensive.
5.2 You agree to provide us with accurate and correct information so we can provide you with the necessary services or contact you (if required) from time to time. Where any information you have supplied is incorrect (such as contact details) you must provide us with updated information as soon as possible.
5.3 We can suspend or restrict the services we provided you at any time if:
5.3.1.1 You resell any of our Services.
5.3.1.2 You do not use the Service sensibly and with our reasonable use guidelines set in 5.4 below.
5.3.1.3 We believe that you have breached any of our terms and conditions.
5.4 Chivalry personal and small business plans are available on the basis of reasonable use. If you use the service in a way that is inconsistent with the normal use for your service or plan we may:
5.4.1 Monitor and investigate your usage; and
5.4.2 Suspend and/or withdraw the Service; or
5.4.3 Charge our standard per minute rate for additional calls.
5.5 You must keep secure any password (s) or PIN (s) number which is used to access our services and ensure that it is not disclosed to any unauthorised person. You must also change your password (s) or PIN (s) if we ask you to do so.
5.6 If your service is cancelled, terminated or reallocated you will relinquish and discontinue use of any numbers, voicemail access numbers and/or web portals assigned to you by Vopitel Limited.
5.7 You must comply with any reasonable restrictions we impose or directions we give regarding the use of our Services.
5.8 You agree that we can act on any verbal instructions from authorised personnel in relation to making changes to your services.
5.9 We may install equipment and carry out other work at a customer’s premises. If we do so at your premises, you grant us and our contractors an irrevocable license to enter your premises as and when we reasonably require (and you must obtain any necessary consents such as access for the purpose of installing, maintain, monitoring and removing such equipment or carrying out such work).

6. Phone Numbers

6.1. Any phone number that we allocate to you does not become your property and does not constitute any transfer of property rights.
6.2. If we need to change your number we will send you notification by email and give you as much notice as possible.
6.3. We can withdraw or terminate any number at any time without liability, particularly if you do not comply with instruction for use provided by Chivalry Limited.
6.4. You may be able to port your Chivalry number to another service provider. If you wish to do so you must contact the other service provider directly and you will be responsible for the complete porting requirements of that service provider. We will comply with our obligations under the Terms for Local and Mobile Number Portability in relation to the porting of your number. You will be responsible for all costs associated with porting the number.
6.5. If you wish your details to be available through directory assistance and/ or in the phone book then we will pass your name, number and address to Yellow. You agree that Yellow can use your details for their purposes.

7. Broadband Services

7.1. This clause applies if we provided Chivalry Broadband services to you.
7.2. Your application of Services is subject to qualification check during the provisioning process. If we cannot provide the Service, you can cancel the e-service order without penalty.
7.3. Our plan speeds are the maximum speeds at which you are able to send data to, or to receive data from our network. Because we rely on other providers to deliver data to and from our network we are unable to guarantee that these speeds will be available to you, that Broadband services will always be available or that they can always be utilised for any particular purpose.
7.4. You must not knowingly transmit any worms or viruses or use our services in a manner which is likely to or is intended to damage or compromise the security of our network or anyone else’s network.
7.5. We do not control the information that can be accessed through the internet. Accordingly we are not responsible for any inaccurate, illegal or offensive information which may be obtained from your use of our service. We are also not liable for any viruses or other harmful code which you download via the internet.

8. Our Equipment

8.1. Where equipment is hired from Chivalry:
8.1.1. The Customer shall not part with the possession of the equipment and shall not sublet, or sell, or attempt to alienate the equipment in any way, or deal with the equipment in any way that may be prejudicial for Chivalry.
8.1.2. The Customer shall be liable for any damage to or loss of the equipment hired however caused and in the event of any equipment being damaged, lost or stolen the Customer shall pay to Chivalry the cost of making good the repair to the equipment or the cost of replacing the equipment whichever is lesser.
The Customer shall on request by Chivalry advise the whereabouts of any hired equipment and gives Chivalry irrevocable
8.1.3. license to enter any premises within its control for the purposes of inspecting, repairing, testing, or removing the hired equipment and further if the Customer fails to pay any monies owing after the due date Chivalry may enter any premises and take possession and remove hired equipment.
8.1.4. Except where waivered in this contract the Customer shall be liable for any damage to or loss of the equipment however caused and in the event of any equipment being damaged or lost the Customer shall pay Chivalry the cost of making good the repair to the equipment or the cost of replacing the equipment whichever is the lesser; and
8.1.5. The Customer shall take proper care of and use the equipment in a manner or to such an extent that a reasonable Customer would according to any manufacturer’s standards and instructions if any given by Chivalry and shall maintain the equipment in a good and clean condition provided that any repair work necessary shall be notified to Chivalry and executed by Chivalry and for such purpose Chivalry shall be entitled to possession of the equipment. The Customer will be liable for any repair or replacement costs if any hired equipment is misused; and
8.1.6. Without prejudice to any other remedies available to Chivalry and notwithstanding any period of hire specified. Chivalry may terminate this hire contract at any time.

9. Term and Termination

9.1. We can terminate this agreement, or the provision of any service to you, immediately if you breach any term of this agreement or if we reasonably believe that you have supplied incorrect or misleading information to us, or;
9.1.1. Commits any act of fraud, theft or dishonesty, or;
9.1.2. Goes into receivership, liquidation or bankruptcy
9.2. In order to terminate your service we require thirty (30) days written notice. If that Service is being provided to you for a specific term and is cancelled within that term a penalty fee may apply.

10. Liability

10.1. We exclude all of our liability to you in connection with us providing services to you or failing to provide services to you. Without limiting this, we are not liable to you (and nor are any of our officers, employees, contractors or agents liable to you).
10.1.1. If any communication is intercepted, not properly transmitted or received;
10.1.2. For any disruptions or delay in commencing the provision of services
10.1.3. For any incompatibility with other services.
10.1.4. If any software or equipment we supply does not operate properly;
10.1.5. for any error in any directory listing which we arrange
10.1.6. If your computer becomes affected by any virus or worm.
10.2 We are not liable to you for any fault in, delay or non-provision of services which is caused by an event beyond our reasonable control.
10.3 If you use another service provider during any period when our Service is not fully operational, we are not liable to pay any amount you are charged by that service provider.
10.4 You acknowledge that no third party whose network or services we use to supply services to you (nor any officer, employee, contractor or agent of such third party) is in any way liable to you in connection with our services.
10.5 If we are held to be liable to you for any reason, then our liability to you is limited to an amount equal to the average charges to you for one month in respect of any single event or related series of events to the maximum amount equal to our average charged to you for a three month period in any one year.
10.6
10.6.1 If you are acquiring the Services for the purposes of a business, or if you indicate to us you are doing so, then you agree that the provisions of the Consumer Guarantees Act 1993 do not apply to any Services we provide to you under this Agreement.
10.6.2 If you are acquiring the Services other than for the purposes of a business, then you may have the benefit of statutory guarantees under the Consumer Guarantees Act 1993. If the Act applies to you, all rights that you have under it will apply in addition to the rights set out in this Agreement. Subject to your rights under the Act and the liability to you or any other person in respect of this Agreement.

11. PRIVACY & COLLECTION & USE OF CONFIDENTIAL INFORMATION

11.1. We will collect personal information from customers to provide and provision services, including but not limited to name, physical address, email address, and contact phone number.
11.2. You agree that personal information that we have obtained from you can be shared with other networks, for the purpose of investigating fraud and other offences. We may also share your information with public sector agencies in order for them to investigate an offence.
11.3. All Product and Service information, quotation and pricing that is not available on our website is privileged information and is to be treated as confidential. Unless Chivalry agrees in writing this information is not be disclosed to any other third parties.
11.4. Any personal information we collect is kept at our office 1B Westech Place, New Lynn Auckland. You are entitled to see any information we hold about you, although you must pay our reasonable charge for making it available.
11.5. We utilise the public internet and third party networks to transmit voice and other communications and we are not liable for any lack of privacy with the service.
11.6. We may record or monitor calls between us to verify information for and/or staff training purposes.
11.7. If another Chivalry customer calls you, your name can appear on that persons account as the called party. If you do not wish this to occur then email Chivalry Support at support@Chivalry.co.nz

12. TITLE AND SECURITY (PERSONAL PROPERTY SECURITIES ACT 1999)

12.1. Title in any Products and Services supplied by Chivalry passes to the Customer only when the Customer has made payment in full for all Products and Services provided by Chivalry and of all other sums due to Chivalry by the Customer on any account whatsoever. Until all sums due to Chivalry by the Customer have been paid in full, Chivalry has a security interest in all Products and Services.
12.2. If the Products and Services are attached, fixed or incorporated into any property of the Customer, by way of any manufacturing or assembly process by the Customer or any third party, title to these new Products and Services shall remain with Chivalry until the Customer has made payment for all the Products and Services, and where those Products and Services are mixed with other property so as to be part of, or, an essential of any new Products and Services, title to these new Products and Services shall be deemed to be assigned to Chivalry for the security for the full satisfaction by the Customer of the full amount owing between Chivalry and the Customer.
12.3. The Customer gives irrevocable authority to Chivalry to enter any premises occupied by the Customer or on which Products and Services are situated at any reasonable time after default by the Customer or before default if Chivalry believes a default is likely and to remove and repossess any Products and Services and any other property to which Products and Services are attached or in which Products and Services are incorporated. Chivalry shall not be liable for any costs, damages expenses or losses incurred by the Customer or any third party as a result of this action, nor liable in contract or in tort or otherwise in any way whatsoever unless by statute such liability cannot be excluded. Chivalry may either resell any repossessed Products and Services and credit the Customer’s account with the net proceeds of sale (after deduction of all repossession, storage, selling and other costs) or may retain repossessed Products and Services and credit the Customer’s account with the invoice value thereof less such sum as Chivalry reasonably determines on account of wear and tear, depreciation, obsolescence, loss or profit and costs.
12.4. Where Products and Services are retained by Chivalry pursuant to clause 12.3 the Customer waives the right to receive notice under s.120 of the Personal Property Act 1999 (“PPSA”) and to object under s.121 of the PPSA.
12.5. The following shall constitute defaults by the Customer:
12.5.1. Non-payment of any sum by the due date.
12.5.2. The Customer intimates that it will not pay any sum by the due date.
12.5.3. Any Products and Services are seized by any other creditor of the Customer or any other creditor intimates that it intends to seize Products and Services.
12.5.4. Any Products and Services in the possession of the Customer are materially damaged while any sum due from the Customer to Chivalry is unpaid.
12.5.5. The Customer is bankrupted or put into liquidation or a receiver is appointed to any of the Customer’s assets or a landlord distains against any of the Customer’s assets.
12.5.6. A Court judgement is entered against the Customer and remains unsatisfied for seven (7) days.
12.5.7. Any material adverse change in the financial position of the Customer.
12.5.8. If the Credit Repossession Act applies to any transaction between the Customer and Chivalry, the Customer has the rights provided in the Act despite anything contained in these terms and conditions of trade.

13. Changing These Terms

13.1. We can change these terms from time to time by giving you as much notice as reasonably possible. We will inform you of any change to our Terms by emailing you or providing relevant information on our website. The latest Terms and Conditions are available at Chivalry.co.nz

14. PERSONAL GUARANTEE OF COMPANY DIRECTORS OR TRUSTEES

14.1. If the Customer is a company or trust, the director(s) or trustee(s) signing this contract, in consideration for Chivalry agreeing to supply Products and Services and grant credit to the Customer at their request, also sign this contract in their personal capacity and jointly and severally personally undertake as principal debtors to Chivalry the payment of any and all monies now or hereinafter owed by the liability of a signatory hereto shall not exclude the Customer in any way whatsoever from the liabilities and obligations contained in this contract. The signatories and Customer shall be jointly and severally liable under the terms and conditions of this contract and for payment of all sums due hereunder.

15. MISCELLANEOUS

15.1. Chivalry shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond it’s control.
15.2. Failure by Chivalry to enforce any rights of the terms and conditions contained in this contract shall not be deemed to be a waiver of any of the rights or obligations Chivalry has under this contract.
15.3. If any provision of this contract shall be invalid, void or illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.