Terms and Conditions

IT IS AGREED

Definitions

In this Agreement:
Agents means Blackhawk's agents, dealers and any third party providing services to the Client on behalf of Blackhawk in relation to the supply of the Tracking Pack to Clients;
Agreement means the Blackhawk Service Agreement and these terms and conditions;
Blackhawk means Blackhawk Tracking Systems Limited;
Blackhawk Installer means a person approved by Blackhawk to install and de-install the Tracking Unit;
Blackhawk Service Agreement means the Service Agreement between Blackhawk and the Client dated or intended to be dated the same date as these terms and conditions;
Client means the client described in the Blackhawk Service Agreement, its agents, successors, assigns or any person acting on behalf of that client;
Documentation means any instruction manuals, user guides and other information relating to the Tracking Pack;
Due Date means the date on or before the 20th day of the month of the date of the invoice;
Extended Warranty means a period of 36 months commencing on the date of this Agreement as specified in the Blackhawk Service Agreement;
Insolvency Event means any insolvency-related event suffered by the Client, including without limitation where:
1. the Client ceases to carry on business or be able to pay its debts as they become due;
2. the Client disposes of the whole or any substantial part of its assets, operation or business;
3. any step is taken by a mortgagee to take possession or dispose of the whole or a substantial part of the Client's material assets, operations or business;
4. any step is taken to enter into any arrangement between the Client and its creditors (other than in the case of a solvent reconstruction or reorganisation);
5. any step is taken to appoint a receiver, a receiver and manager, a trustee in bankruptcy, a provisional liquidator, a liquidator, an administrator, or other like person of the whole or part of the Client's assets, operation or business;
6. an administrator is appointed under Part 15A of the Companies Act 1993, a receiver, receiver and manager, voluntary administrator, a manager
7. an event analogous to those described in paragraphs a to f (inclusive) occurs in respect of such person under any applicable law;
Intellectual Property Rights means the rights to patents, licenses, trademarks, trade names, inventions, trade secrets, copyrights, and know-how relating to the origin, manufacture, programming, operating and/or servicing of the Tracking Pack and any enhancements or modifications relating to the same;
Passwords means any passwords used by the Client, its officers, employees or agents to access or use the Tracking Pack;
Purchase Price means the purchase price for the Tracking Pack as set out in the Blackhawk Service Agreement;
Monthly Fees means the fees as set out in the Blackhawk Service Agreement payable by the Client to Blackhawk. These fees include hire costs where applicable. Monthly fees are calculated on a daily basis starting from the date of installation until the conditions in clauses 12.1 and 12.2 have been satisfied;
GSM Provider means the person authorised by Blackhawk to provide the Transmission Services to the Client;
Support Services means the support services provided by Blackhawk, as detailed in clause 6.3, during the Warranty Period to correct faults in the Tracking Pack or to assist the Client in operating the Tracking Pack;
Tracking Pack means the Tracking Unit, the Tracking Software, (either collectively or any part of the Tracking Pack in isolation), and any enhancements and modifications to the same;
Tracking Services means the Blackhawk Tracking service relevant to the Tracking Unit(s) described in the Blackhawk Service Agreement;
Tracking Software means the Blackhawk vehicle tracking software for use with the Tracking Unit and on the Client's computer system, as described further in the Blackhawk Service Agreement;
Tracking Unit means the Blackhawk vehicle tracking unit supplied to the Client as described in the Blackhawk Service Agreement;
Transmission Services means the mobile transmission services to be provided by the GSM Provider in respect of the Tracking Pack;
Warranty Period means, for Tracking Units sold or hired, 12 months (or such other period as the parties may agree in writing) commencing on the date of this Agreement as set out in the Blackhawk Service Agreement.

Scope of Agreement

Blackhawk will supply the Tracking Pack to the Client on the terms and conditions set out in this Agreement.
The supply of the Tracking Pack comprises:
1. the purchase of the Tracking Unit by the Client (if purchased) or the use of the Tracking Unit for the period of the hire whilst the account is current (if hired);
2. the licence to use the Tracking Software including updates whilst the account is current as detailed in clauses 13 and 14;
3. telephone support of the Tracking Software during business hours whilst the account is current;
4. the ability to obtain a replacement Tracking Unit if the Tracking Unit is faulty whilst hired. This does not include installation/de-installation services which are at the cost of the Client;
5. the ability to obtain a replacement Tracking Unit if the Tracking Unit is faulty whilst within the Warranty period. This does not include installation/de-installation services which are at the cost of the client;
6. the supply of Transmission Services; and
7. the Tracking Services.
Blackhawk grants the Client a non-exclusive, non-transferable licence to use the Tracking Software and Documentation solely for the Client's internal business purposes.

Installation and Tracking Pack

The Client must ensure that a Blackhawk Installer installs and de-installs the Tracking Unit.
Risk of damage to or loss of the Tracking Unit, including any SIM cards, will pass to the Client on installation of the Tracking Unit by a Blackhawk Installer.
At the expiry of a 10 day period from the date the Blackhawk Installer installs the Tracking Unit, the Client expressly accepts, unless otherwise notified in writing to Blackhawk, that:
1. the delivery and installation of the Tracking Unit is complete and to the Client's satisfaction;
2. the Tracking Unit is in good condition and repair;
3. the Tracking Unit is suitable in all material respects for the Client's purposes; and
4. the Tracking Unit has been installed to a satisfactory standard and no damage has been caused to the vehicle or to the Tracking Unit during the instillation process.

Personal Properties Securities Act 1999 ("PPSA")

Notwithstanding clauses 13 and 14, the Client acknowledges that:

these terms create a security interest (as defined under the PPSA) in favour of Blackhawk in the Tracking Pack sold to the Client by Blackhawk and that the Tracking Pack purchased from Blackhawk remain the property of Blackhawk until paid for and any related penalty fees pursuant to clause 7 are paid in full;
these terms create a security interest (as defined in the PPSA) in favour of Blackhawk in the Tracking Pack hired to the Client by Blackhawk and that the title, to the Tracking Pack, remains with Blackhawk at all times;
the Client shall act immediately when requested by Blackhawk to do such acts and provide such information that in Blackhawk's opinion may be necessary or desirable to enable Blackhawk to perfect any security interest created or provided for by these terms, in the Tracking Pack or their proceeds with first priority; and
to the fullest extent permitted by law, the Client waives any rights it may have now or in the future to receive a copy of any verification statement or other confirmation related to any security interest created or provided for by, or perfected in the manner contemplated by these terms.

In addition to the security interest referred to in clause 4.1, the Client also grants a security interest in all present and after acquired goods as security for all moneys now and in the future owing by the Client to Blackhawk.
The Client agrees (to the extent permitted under the PPSA) that the Client shall have no rights under Part 9 (Enforcement) of the PPSA.

Client's Obligations

The Client will not use the Tracking Pack (or any part of it) for any unlawful purpose.
The Client will ensure that the Tracking Pack is used in accordance with all applicable laws, regulations, standards and industry codes of conduct.
The Client must not use any equipment in connection with the Tracking Pack that has not first been approved, in writing, by Blackhawk.
The Client will comply with the Documentation and the reasonable directions of Blackhawk from time to time regarding the use of the Tracking Pack.
The Client will provide Blackhawk with a contact person within the Client's organisation, or one contact person for each branch of the Client's organisation. This contact person or contact people will be the liaison person or persons with Blackhawk regarding the terms of this Agreement.
The Client is responsible for making sure all vehicle owners/operators are made aware of the 24 hour emergency service described in clause 6.3.
The Client must ensure all vehicle owner/operators sign the end user/client contract. Blackhawk will provide the Client with the end user/client contract. The Client will be responsible for ensuring that the end user complies with the terms of this Agreement and the Blackhawk Service Agreement.

Support Services

During the Warranty Period, Blackhawk shall provide the Support Services. Any additional costs incurred by Blackhawk in the provision of Support Services will be payable by the Client, including, but not limited to:
1. Removing or re-installing the Tracking Unit from the Client's vehicle;
2. Any freight or transportation costs incurred;
3. Travel cost for callouts; and/or
4. Time incurred in callouts.
If the Client requires support for the Tracking Pack, the Client will call Blackhawk's Client support number 0800Blackhawk (0800 252 254) or contact Blackhawk by email on support@blackhawktracking.com.
24 hour emergency after hours support for the vehicle owner/operator will be made available by Blackhawk via the 0900 4 HELP (44 357) toll number. The cost of this service will be charged to the Client.
Blackhawk will use its reasonable efforts to provide Support Services for the Tracking Pack during the Warranty Period.
The Support Services do include services that are required as a result of:
1. misuse of the Tracking Pack or failure to use the Tracking Pack in accordance with the Documentation;
2. unauthorised attempts to repair, replace, modify or maintain the Tracking Pack; or
3. damage to the Tracking Pack that occurs during or subsequent to a breach of the terms of this Agreement by the Client.
Where the Tracking Pack is sold to the Client during the Warranty Period (or Extended Warranty Period as the case may be), Blackhawk shall replace or repair (at Blackhawk's sole discretion) any defective Tracking Unit subject to this clause 6.
Blackhawk may suspend Tracking Services or Transmission Services at any time without notice, for any reason including but not limited to, technical reasons, network repairs, or to comply with any law or order from an emergency service or government authority.
The provision of Support Services are contingent upon the observation of the requirement specified in clause 3.1.

Fees and Payment

On order placement, the Client will pay to Blackhawk the set up fees, a service fee, the first Monthly Fee, and, in the case of a sale, the full Purchase Price.
The Client will be sent an invoice on the first day of every month. The invoice shall be paid in full on or before the Due Date. The Client will receive a final invoice upon termination of the Agreement and the removal of the Tracking Pack.
If the Client fails to pay an invoice 30 days after the Due Date, Blackhawk may without prejudice to its other rights or remedies under this Agreement:
1. charge the client a penalty fee of 15% of the outstanding amount in addition to the outstanding amount; and / or
2. prohibit the Client from having access to the Transmission Services.
If the Client fails to pay an invoice on or before 60 days after the Due Date, Blackhawk m ay disconnect the Client's account and forward the account to debt collectors, with any charges that are incurred to be the responsibility of the Client.
If the undamaged Tracking Unit is not returned on or before 60 days after the Due Date, then the client shall be liable for the full and immediate payment of the purchase price of NZ$895 (including GST).
If payment is made by Direct Debit, NZ$15 (including GST) will be charged to the Client in the case of dishonourment.
If the client elects through the Blackhawk Website to receive updates via SMS, an SMS cost of NZ$0.50 (including GST) per SMS will be charged to the Client.

Warranties and Limitation of Liability

Blackhawk warrants to the Client that:
1. it has full power and authority to license the Tracking Software;
2. to the best of its knowledge and belief the Tracking Pack does not infringe any Intellectual Property Rights of a third party;
3. during the Warranty Period, the Tracking Unit will function in accordance with its specifications.
All warranties are based on the assumption that the Client will deliver any faulty Tracking Unit or Tracking Software to a Blackhawk base. Refer to Blackhawk for a list of bases.
of this Agreement will result in the voiding of all product warranties given by Blackhawk, including the warranties set out in clause 8.

Consumer Guarantees Act and Blackhawk's Liability

As Client acquires or hires the Tracking Device and Tracking System for business purposes, the Consumer Guarantees Act 1993 will not apply.
The Client acknowledges that:
1. The Client relies upon its own knowledge, skill and judgement in relation to the particular use or suitability of the Tracking Pack for the Client's purpose;
2. All warranties, descriptions, representations or conditions whether implied by the Sale of Goods Act 1908 or otherwise or contained in any document not furnished by Blackhawk are expressly excluded to the fullest extent permitted by law;
3. Blackhawk will accept no liability for any damages or losses arising from a consequence of any act, default or negligence on the part of Blackhawk or of an employee, agent or contractor of Blackhawk;
4. Subject to the provisions of clause 9.2e, Blackhawk's liability under or in connection with the performance of these terms, whether in tort, contract, equity or on any other basis, shall be limited to the lesser of the price of the Tracking Pack complained of, the cost of repairing or replacing the Tracking Pack and the actual loss or damage suffered by the Client;
5. Blackhawk shall not be liable to the Client or any third party in contract, tort (including negligence) or on any other basis for:
  1. any indirect or consequential losses or damages;
  2. any loss of use, loss of profits, loss of anticipated savings; or
  3. any third party claims suffered or incurred by the Client; and
6. The limitation in clause 9.2e and exclusion of liability applies whether or not Blackhawk had, or ought to have had, any special or other knowledge that any such losses, damages or claims would be suffered or incurred by the Client.
Subject to clause 9.2, the Tracking Pack shall be warranted to be free from defect and any defective Tracking Pack shall be replaced or repaired (at the sole discretion of Blackhawk), provided that any claim made under this clause shall be made in writing to Blackhawk within the Warranty Period.
1. If an unaltered version of the Tracking Unit develops faults by reason of defective components, design or workmanship within the Warranty Period, and the Client is not in breach of the terms of this Agreement, Blackhawk will either repair or replace the Tracking Unit (or the affected component of the Tracking Unit) at no cost to the Client. Any such replacement or repair will be the Client's sole remedy in respect of the supply of a defective Tracking Unit;
2. during the Warranty Period the Tracking Software will function in accordance with its specifications. Blackhawk will provide all reasonable programming and remedial services to correct documented code errors which are caused by a defect in an unaltered version of the Tracking Software at no cost to the Client, provided that the Client is not in breach of any of the terms of this Agreement. Any such programming and remedial services will be the Client's sole remedy in respect of the supply of defective Tracking Software.
Subject to clause 8, the Client shall at all times indemnify and hold Blackhawk, its directors, officers, employees and agents, harmless from and against any costs (including reasonable legal costs on a solicitor and client basis), claims, demands, expenses, losses or other consequences suffered by Blackhawk in relation to the performance of the Client's obligations under this Agreement, and from any costs, claims, demands, expenses, losses or other consequences suffered by Blackhawk in relation to any breach by the Client of this Agreement, or arising out of the negligence, breach of statutory duty, or wilful default of the Client's agents, employees or sub-contractors or of any other person for whose acts and omissions the Client is vicariously liable and also against any action, claim or demand by the Client's employees, agents, or subcontractors, their personal representatives or dependants, or any clients of the Client.
Any call outs will be charged a call out fee. The exclusions in this clause 9 apply for the benefit of (and shall be enforceable by):
1. Blackhawk;
2. GSM Providers;
3. all companies directly or indirectly owned, partly owned or controlled by any of the people listed above; and
4. all officers, employees, contractors and agents of all the people listed above.

Intellectual Property and Confidentiality

The Client acknowledges that the Intellectual Property Rights in the Tracking Pack and the Documentation are owned by Blackhawk or its licensors.
The Client acknowledges that this Agreement does not transfer to the Client any Intellectual Property Rights in the Documentation or the Tracking Pack (other than the limited rights granted in accordance with clause 13 and 14).
Title to any SIM card forming part of the Tracking Unit will remain vested in Blackhawk at all times.
The Client will not reproduce, translate, adapt, reverse engineer, vary or modify the Tracking Software, the Tracking Pack generally or the Documentation other than to make such reasonable number of copies of the Tracking Software as is necessary to enable the Client's employees, officers and agents to use the Tracking Software in accordance with the terms of this Agreement.
The Client will:
1. take all reasonable steps to prevent, and will procure that its officers, employees and agents (as applicable) take all reasonable steps to prevent, any unauthorised access to the Tracking Pack and to ensure the non-disclosure and confidentiality of the Tracking Pack and Documentation;
2. not transfer, assign or otherwise deal in the Tracking Pack, Tracking Software and Documentation or the Client's rights under this Agreement;
3. maintain all copyright notices on the Tracking Pack and Documentation;
4. not, and will ensure that its officers, employees and agents do not (as applicable), disclose any Passwords and will ensure that all Passwords:
  1. cannot be easily guessed; and
  2. are changed regularly and as reasonably requested by Blackhawk; and
  3. notify Blackhawk in writing immediately if it has knowledge of the existence of any circumstances which may suggest that any person may have unauthorised knowledge or use of the Tracking Pack and Documentation or any Password.

Term and Termination

This Agreement commences on the date both parties sign the Agreement and will continue for the Term as set out in the Blackhawk Service Agreement unless terminated in accordance with the provisions of this Agreement.
Termination shall occur when the Client receives written confirmation from Blackhawk that the Agreement is terminated.
In the case of a Fixed Term Contract the Client may elect to terminate this Agreement before the end of the Term set out in the Blackhawk Service Agreement but must pay a termination charge of 50% of the monthly charges over the remaining term of the contract.
In the absence of a Fixed Term Contract, the Client may elect to notify their wish to terminate this Agreement at any time.
Blackhawk may terminate this Agreement by notice with immediate effect, if:
1. the Client breaches any provision of this Agreement and does not remedy the breach within 14 days after receiving a written, faxed or emailed notice from Blackhawk or its authorised representative requiring the breach to be remedied; or
2. Blackhawk believes the Tracking Pack to be at risk for whatever reason including, but not limited to, the manner of use of the Tracking Pack or that the Client is unable to, or might be unable to, pay any hire charge or purchase price; or
3. the Client suffers an Insolvency Event; or
4. the Client fails to maintain the Tracking Unit; or
5. the Transmission Services are suspended for any reason whatsoever.
Termination of the Agreement by Blackhawk is without prejudice to any rights that Blackhawk may have under the Agreement in law or equity.

Consequences of Termination of Agreement

Upon termination of this Agreement, the Client will:
1. immediately cease to use the Tracking Software and all Documentation and deliver to Blackhawk all copies of the Tracking Software and Documentation in the Client's possession or control;
2. grant Blackhawk, or will procure that Blackhawk is granted, an irrevocable right and authority to enter, at any time, onto any place or into any vehicle where any part of the Tracking Pack is situated or thought to be situated to remove the Tracking Pack;
3. return the Tracking Software and Tracking Pack to Blackhawk's control ensuring that the de-installation of the Tracking Unit is performed by a Blackhawk Installer pursuant to clause 3.1; and
4. pay any and all sums due and/or payable to the other party under this Agreement that become due for payment before or after termination.
Within 30 days of termination, the Client must certify to Blackhawk in writing that it has fully complied with its obligations under clause 12.1.
The client shall continue to be charged the normal Monthly Fees after the termination of this Agreement until clause 12.2 is satisfied.
If Blackhawk establishes that the Client had not in fact complied with all obligations under clause 12.1 when the letter was received, the Client will be charged backdated Monthly Fees from the date that the letter was received until the Client complies with all unresolved obligations. Clause 7 will apply in respect of any backdated payments.
If the undamaged Tracking Unit is not returned on termination, then the client shall be liable for the full and immediate payment of the purchase price of NZ$895 (including GST).
Upon termination of this Agreement, the licence to use the Intellectual Property Rights granted by Blackhawk to the Client, the licence to use the Tracking Pack, and access to the Transmission Services shall be deemed to be immediately revoked without any further notice. On termination of this Agreement, the licence granted pursuant to clause 2.2b will automatically cease and the Client acknowledges that no Tracking Services will be provided by Blackhawk or the GSM Provider.
Blackhawk will not be liable to the Client or any other person for any loss suffered or liability incurred arising from the termination of the Agreement or the repossession of any part of the Tracking Pack.
For the avoidance of doubt, the Client indemnifies Blackhawk against any costs, claims, damage, expense or liability suffered or incurred by Blackhawk arising directly or indirectly from Blackhawk exercising its rights under this clause or otherwise acting to recover any part of the Tracking Pack hired or money payable by the Client. This includes any damage to the vehicle caused by Blackhawk's attempts to recover the Tracking Pack (including causing the vehicle to be shutdown).
Termination of this Agreement will not affect any provisions of this Agreement which are intended to continue after termination (including, without limitation, clauses 4, 7, 8, 9, 10 and 15.3).

Sale of Tracking Pack

Where a Tracking Pack is sold to the Client:
1. legal and beneficial ownership of the Tracking Pack will remain with Blackhawk until the Client has made full payment of the Purchase Price; and
2. until legal and beneficial ownership of the Tracking Pack has passed to the Client, the Client will not disassemble or make any structural alterations to the Tracking Pack without the prior written consent of Blackhawk.

Hire of Tracking Pack

In the case of hire, Blackhawk may obtain and disclose personal information about the Client to and from anyone else and, if Blackhawk considers it relevant to assess the Client's application for credit or to collect overdue payments in respect of that credit, the Client agrees to Blackhawk obtaining from a credit reporter and/or a credit provider, a credit report containing personal information about the Client and/or the director in relation to credit provided by Blackhawk. Such information will be held at the address of Blackhawk and the Client may access and correct that information by contacting Blackhawk. Blackhawk warrants that personal information about the Client shall only be disclosed to Blackhawk's debt collectors from time to time to aid in the collection of any money owing to Blackhawk by the Client.
In the case of damage to the Tracking Pack, however caused, the Client shall be responsible for the full costs of all repairs to restore the Tracking Pack to the condition it was in at the time of hire.
In the case of loss or irreparable damage to the Tracking Pack, however caused, the Client shall be responsible for the full cost to Blackhawk of replacing the Tracking Pack.
The Client shall be responsible for any loss of revenue suffered by Blackhawk due to the unavailability of the Tracking Pack for sale or hire due to loss or damage to the Tracking Pack.
Where a Tracking Pack is hired to the Client, the Client shall:
1. not part with the possession of the Tracking Pack and shall not sublet, or sell, or attempt to alienate the Tracking Pack in any way, or grant security interest in, or deal with the Tracking Pack in any way that may be prejudicial to Blackhawk other than installing the Tracking Device in [vehicles listed in the Blackhawk Service Agreement or end user client contract];
2. be liable for any loss or damage to any Tracking Pack, including but not limited to, damage or loss caused by fire, storm, collision, accident, theft or burglary, or arising from misuse, abuse, mysterious disappearance or wrongful conversion, any breach of the Agreement, violation of any laws, exposure to any corrosive substances (including caustic, cyanide, acids, salt water), theft where not reasonably locked and secured, transportation (except where transported by Blackhawk), or negligence by the Client and shall pay to Blackhawk the cost of making good the repair to the Tracking Pack or the cost of replacing the Tracking Pack, whichever is the lesser;
3. take proper care of and use the Tracking Pack in a manner or to such an extent that a reasonable Client would, and according to the Documentation and any instructions given by Blackhawk or the GSM Provider;
4. not carry out repairs, maintenance, adjustments, alterations or additions to the Tracking Pack without the express consent of Blackhawk;
5. not remove any signage of the Tracking Pack without the prior written consent of Blackhawk;
6. immediately notify Blackhawk, by telephone, if the Tracking Pack is damaged or is otherwise in need of maintenance or repair;
7. on request by Blackhawk advise of the location of any hired Tracking Pack;
8. give Blackhawk irrevocable licence to enter any premises within the Client's control for the purposes of inspecting, repairing, testing or removing the Tracking Pack; and
9. not attempt to remove the Tracking Unit.
The hire period for the Tracking Pack shall start when Blackhawk gives possession of the Tracking Pack to the Client, and shall continue until the Client has returned the Tracking Pack into the possession of Blackhawk.

Client Information

The Client acknowledges that Blackhawk may generate, and/or require use of existing Client Information. The Client grants Blackhawk the right to use, copy, modify, store and disclose the Client Information to the extent necessary so that they can supply the Support Service and Tracking Services, and any enhancements or modifications to the same to the Client. Blackhawk will not make this information available to any current or future competitors.
The Client will, to the extent that the Client Information contains personal information (as defined in the Privacy Act 1993) about an individual (including an employee or contractor of the Client), procure from that individual all necessary consents required by law to enable that information to be lawfully used by Blackhawk.
The Client indemnifies Blackhawk (and will continue to indemnify Blackhawk notwithstanding termination or expiration of this Agreement for all loss (including losses, liabilities, penalties, damages, costs, charges and expenses) which Blackhawk may suffer or incur (whether in relation to the Privacy Act 1993 or otherwise) by reason of the Client's failure to comply with clause 17.2.

Dispute Resolution

A party may notify the other parties ("Dispute Notice") if that party considers that a dispute exists between the parties about the construction or performance of this Agreement (including the determination of any matter to be agreed or any document to be completed under this Agreement) ("Dispute"). The Dispute Notice shall briefly describe the Dispute, and state that it is given under this clause 16.1.
As soon as reasonably practicable after the Dispute Notice has been given, the parties shall co-operate and negotiate in good faith in an endeavor to resolve the Dispute expeditiously. A party may refer the Dispute to mediation under this Agreement if the parties are unable to resolve the Dispute within 5 Business Days after the date on which the Dispute Notice is delivered.
Mediation under this Agreement shall be governed in all respects by the LEADR NZ standard mediation Agreement. The mediation shall be conducted by a mediator and for a fee determined by the parties or (failing Agreement within 5 Business Days after referral to mediation) the Chairperson for the time being of LEADR NZ. Subject to anything to the contrary in this Agreement, the parties shall act in good faith in the mediation in an endeavor to resolve the Dispute expeditiously.
For the avoidance of doubt, the existence of a Dispute shall not relieve a party from the requirement to perform its obligations under this Agreement generally and, notwithstanding the Dispute, each party shall continue to perform its obligations under this Agreement to the maximum extent possible (having regard to the nature of the Dispute), including the completion of any Agreement as soon as practicable even where the date for completion of the Agreement has passed.
Where the Dispute is not resolved pursuant to clauses 16.2 and 16.3, any party may refer the Dispute to arbitration by giving the other parties notice in writing stating the subject matter of the Dispute and the first party's desire to have the matter referred to arbitration. The arbitration shall also be held in Auckland.
If the Dispute is referred to arbitration, then it shall be finally resolved in accordance with the Arbitration Act 1996 and the express provisions of this clause 16 shall prevail in the event of any inconsistency with that Act, to the extent permitted by law.

General

Any notice given under this Agreement will be in writing delivered to the relevant party or sent by post, facsimile or email transmission at such address or number as may be notified in writing by each party to the other from time to time. If delivered by hand, any such notice will be deemed received at the time when the same is handed to or left at the address of the party to be served. If served by post a notice will be deemed received two working days (not being Saturday, Sunday or a public holiday) after the day of posting. If served by fax a notice will be deemed received on the day of dispatch. If sent by email, a notice will be deemed received on the date and time at which it enters the addressee's information system. The Client must notify Blackhawk immediately of any change to the Client's address for service.
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in force and effect.
If Blackhawk waives any default or breach of this Agreement, this will not constitute a waiver of any other or subsequent default or breach. No waiver will be effective unless made in writing.
The Client may not assign, sub-licence or transfer its rights and obligations under this Agreement without the prior written consent of Blackhawk.
Neither party will be liable for any delay or failure in the performance of its obligations under this Agreement if such delay or failure is due to a force majeure event, being any cause outside its reasonable control including but not limited to acts of God, natural disaster, riot, malicious damage, fire or acts of any governmental authority. This clause 17.5 does not apply to any obligation to pay money for liabilities incurred prior to the force majeure event.
This Agreement is governed by the laws of New Zealand and the parties agree to submit to the exclusive jurisdiction of the Courts of New Zealand.

Conflict

In the case of any conflict between the Service Agreement or the end user/client contract and these terms and conditions, the provisions of these terms and conditions shall prevail.

9-5 Monday to Friday
0800 BLACKHAWK (252 254)
(09) 633 4027
support@blackhawktracking.com

After Hours
0900 4 HELP
TXT: HELP to 911
note: both cost 9.95 per call/text

"Blackhawk is a New Zealand company founded to protect and secure vehicles from theft, misuse and dodging car payments. It was created by current CEO Andrew Radcliffe after his car was stolen outside his Auckland home in 2005 and is now securing vehicles throughout the world. Continuous development and a high customer focus on usability, affordability and reliability has propelled us to the forefront of tracking applications. This is entirely due to an extremely dedicated team who pride themselves on being part of taking a small New Zealand startup company to where it is now; a world leader in vehicle tracking innovation."

item 1 desc
item 2 desc
item 3 desc

Blackhawk Tracking Systems

Terms and Conditions