Shipping and terms

In2hula Limited ~ Terms and Conditions

1               Definitions

1.1           In these terms and conditions:

1.1.1      Agreement means the agreement between the Customer and the Supplier for the provision of Goods and/or Services by the Supplier to the Customer, and includes these terms and conditions.

1.1.2      Customer means the person to whom the Goods and/or Services are to be supplied by the Supplier.

1.1.3      Fitness Classes means the hula hoop-based fitness and exercise classes undertaken by the Supplier or its licensees or contractors and includes any hula hoop based fitness and exercise programme or class provided at any workplace, school, or other organisation.

1.1.4      Goods means any goods supplied by the Supplier to the Customer pursuant to the Agreement.

1.1.5      Intellectual Property means all intellectual property used in and relating to the Supplier’s Business from time to time including all copyright, confidential information, programmes, patents, trademarks (registered or unregistered), designs, colour schemes, insignia, logos, layouts, documents, information, guidelines, precedents, drawings, manuals, know-how, systems, processes, schemes, and data that make up or relate to the Supplier’s Business in its entirety including the following:

(a)        All intellectual property inherent in the Supplier’s Business; and

(b)        All intellectual property inherent in the manual providing the Supplier’s business philosophy, training information for the Supplier, and the standards and requirements of service and ethics; and

(c)        The brand names including “In2Hula”, “Hoop Blast”, “Hoop for Fitness”, and any other brand names used by the Supplier from time to time; and

(d)        The internet website www.hulahoops.co.nz and all associated branding, designs, colour schemes, insignia, logos, and layouts and intellectual property (registered or unregistered).

together with all previous versions of such intellectual property and all new versions, developments, improvements, revisions, updates, rebranding, and renaming of such intellectual property (but excluding any financial, business, and customer records particular to the operation of the Supplier’s business).

1.1.6      On-line Packages means any services provided by the Supplier on-line or remotely and includes hula hoop-based fitness and exercise programmes and training provided through manuals and video materials.

1.1.7      Price means the price for the Goods and/or Services supplied by the Supplier to the Customer in accordance with clause 4 below, plus any additional charges pursuant to these terms and conditions, plus GST.

1.1.8      Services means any services provided by the Supplier for the Customer pursuant to the Agreement and includes Fitness Classes and On-line Packages.

1.1.9      Supplier means In2hula Limited (Company Number 2086005).

1.1.10   Supplier’s Business means the health, wellness and fitness business of the Supplier and includes the manufacture of hula hoops and other health, wellness and fitness products and the operation and instruction of hula hoop-based fitness programmes and classes by the Supplier.

2               Acceptance of Terms and Conditions

2.1           Submitting an order for Goods and/or Services to the Supplier constitutes acceptance by the Customer of these terms and conditions.

2.2           In submitting an order for the Services, the Customer acknowledges and agrees not to undertake any of the Services if the Customer suffers from any illness, injury or disability which may be aggravated by participation in the Services. In submitting an order for the Services, the Customer accepts that the Supplier is not liable for any illness, injury or disability that may be caused or suffered as a result of participation in the Services.

3               Orders

3.1           All orders for Goods and/or Services submitted to the Supplier are subject to acceptance by the Supplier.  The Supplier is not under any obligation to accept any given order made by the Customer, and the advertisement of any Goods or Services or supply of information about any Goods or Services by the Supplier (including through the Supplier’s internet website) does not constitute an offer by the Supplier to supply the Goods or Services with the specifications and/or at the price or rates advertised or otherwise oblige the Supplier to supply those Goods or Services.

3.2           If an order is accepted by the Supplier then a contract for the supply of the Goods and/or Services by the Supplier to the Customer will exist on these terms and conditions, and the Supplier will supply those Goods and/or Services to the Customer and the Customer will pay the Price for those Goods and/or Services to the Supplier in accordance with these terms and conditions.

4               Price

4.1           All Goods are supplied at the Supplier’s prices ruling at delivery date and all Services are supplied at the Supplier’s usual charges.

4.2           All Prices are exclusive of Goods and Services Tax, which is payable by the Customer in addition to the price quoted or estimated or advertised by the Supplier.

5               Payment

5.1           Payment of the total Price for Goods will be made without set-off or deduction on the date of that the Goods are ordered by the Customer and payment must be completed before the Goods will be delivered to the Customer.

5.2           Payment of the total Price for Services will be made without set-off or deduction on the date that the Services are ordered by the Customer and payment must be completed before the Services will be provided to the Customer.

5.3           If full payments of all amounts due under this Agreement are not made by the Customer to the Supplier in accordance with clauses 5.1 to 5.2 above then the Customer shall have no entitlement whatsoever to the Goods and/or Services.

6               Risk and Delivery of Goods

6.1           Risk in any Goods supplied to the Customer will pass when the Goods leave the premises of the Supplier in the course of delivery to the Customer, the Customer’s agent, or place of business.

6.2           Any costs of delivery of Goods shall be payable by the Customer to the Supplier in addition to any other amounts including the purchase price for the Goods payable under this agreement.

7               Supply of Services

7.1           In performing any Services, the Supplier shall exercise the degree of skill, care and diligence normally expected of a competent supplier of services in the Supplier’s industry.

7.2           The Supplier will act with all reasonable skill and care in providing the Services however, notwithstanding the rights conferred on the Customer by the Consumer Guarantees Act 1993, the Supplier is not liable to the Customer for any consequential loss, injury or damage of the Customer or any property of the Customer.

7.3           The Customer acknowledges that the Fitness Classes will include other customers of the Supplier and the Customer must behave in a sensible, safe, lawful, and appropriate manner at all times, must comply with the Supplier’s reasonable directions and health and safety policies and procedures, and must not carry out any activity which the Supplier considers is offensive or presents a danger or nuisance to the Customer or any other person.

7.4           The Customer acknowledges that the Price for the Fitness Classes is payable in advance of the classes and is non-refundable, including in the event that the Customer fails to attend one or more of the classes, except as required by law.

7.5           The Supplier reserves the right to postpone, cancel, or terminate any of the Fitness Classes at any time, provided that the Supplier will provide an alternative class in lieu of any class that has been postponed, cancelled, or terminated.

7.6           The Customer acknowledges and warrants (and where the Customer is a minor, their parents or caregivers acknowledge warrant in relation to those minors) to the Supplier that:

7.6.1      They understand and acknowledge that exercise, including but not limited to strength, flexibility and aerobic exercise, and the use of hula hoops and other equipment are potentially hazardous activities and that such activities involve a risk of injury and even death.

7.6.2      They voluntarily participate in exercise related activities and use the training and equipment supplied by the Supplier with the knowledge of the dangers involved and expressly assume and accept all and any risks of injury or death.

7.6.3      They are in good health, physically sound, mentally capable and suffering from no condition, impairment, disease or infirmity or other illness that might prevent my participation in exercise related activities in good health and have no medical or other conditions that might be affected by the use of the Services.

7.6.4      They have completed any health questionnaire required by the Supplier truthfully and accurately.

7.7           The Customer agrees that the Supplier will not be liable or responsible for any injury, damage, or loss to any person or property that may result from the use of the Goods or Services.

8               Ownership

8.1           All Intellectual Property relating to the Goods and/or Services that are provided by the Supplier to the Customer at any time whether before or after the commencement of this agreement shall remain the property of the Supplier, and the Supplier is the sole and exclusive owner of the copyright and all other intellectual property rights in such Intellectual Property.

8.2           The Customer acknowledges that the provision of the Services by the Supplier to the Customer is personal to the Customer and the Customer shall not have any right to assign its rights under these terms and conditions or on-supply or make the Service available to any other third party.

9               Warranties and Liability

9.1           Where the Supplier is supplying Goods and/or Services to the Customer for business purposes within the meaning of the Consumer Guarantees Act 1993, pursuant to Section 43 the provisions of that Act will not apply to this agreement.

9.2           All claims made against the Supplier by the Customer in respect of Goods and/or Services must be made within fifteen (15) working days of the order for the Goods and/or Services being submitted.

9.3           The Supplier reserves the right in its sole absolute discretion to repair or replace Goods or to credit the portion of the Price applicable to the Goods and Services in respect of any claims accepted.

9.4           The total liability of the Supplier for any loss arising from any breach of warranty, defect in or non-compliance of any Goods and/or Services, or any other breach by the Supplier of its obligations under this Agreement will not in any circumstances exceed the original Price paid by the Customer to the Supplier for those Goods and/or Services.

10            Information and Privacy Act

10.1        For the purpose of facilitating the efficient running of the Supplier’s business, the Customer authorises the Supplier to collect all information it may require from any third parties and authorises those third parties to release that information to the Supplier, to hold all information given by the Customer or any third parties to the Supplier, and to use that information for the purposes of this agreement, including giving that information to other persons to facilitate collection of debts from the Customer or to record default by the Customer under this agreement.

10.2        The information will be collected, held and used on the condition that it will be held securely at the Supplier’s office, and it will be accessible to any of the Supplier’s employees and agents who need access to it for the efficient running of the Supplier’s business, and the Customer may request access to and correction of it at any time.

11            Assignment and Waiver

11.1        All the Supplier’s rights will remain in full force despite any delay in enforcement.  The Supplier will not be deemed to have waived any condition unless that waiver is in writing and signed by a duly authorised officer of the Supplier.  Any waiver will apply only to the particular matter in respect of which it is given.

11.2        The Supplier is entitled at any time to assign its rights under this Agreement.  The assignee will be entitled to claim full rights of set off or counter claim against the Customer, its charge holders or successors in respect of the debt or part of the debt which is assigned.  The Customer is not entitled to assign its rights under this Agreement.

12            Termination

12.1        This Agreement may be terminated by the Supplier’s written notice to the Customer that no further goods and services will be supplied due to:

12.1.1   The Customer’s breach of any term of this agreement; or

12.1.2   The Customer becoming insolvent; being subject to the appointment of a receiver, receiver and manager liquidator or statutory manager; committing an act of bankruptcy; or making a scheme of arrangement with its creditors; or

12.1.3   The Customer being unlikely to be able to meet its obligations to the Supplier, in the opinion of the Supplier.

12.2        The agreements and obligations of the parties and the agreement evidencing them will not merge with termination under this clause 15.

13            Governing Law

13.1        This Agreement will be governed by, and construed in accordance with, the laws of New Zealand.  The parties irrevocably submit to the exclusive jurisdiction of the courts of New Zealand with respect to any legal action, suit or proceeding or any other matter arising out of or in connection with this Agreement.