• Net.Cover is a support service sold by Distributor/Reseller on behalf of Allied Telesis New Zealand Limited (“AT”) and provided by AT’s Service Provider
• Net.Cover is activated upon allocation of a Contract No by AT via the Distributor/Reseller responsible for sale to the Customer.
• Customer must quote that Contract No when seeking service under the Net.Cover Service Agreement. 
• Net.Cover will continue throughout the Term unless cancelled by Customer or AT.
• It is agreed by the Customer that these Terms of Trade are entered into for the benefit of AT, its Distributor/Reseller and its Service Provider and, pursuant to the provisions of the Contracts (Privity) Act 1982, a benefit is conferred upon AT, its Distributor/Reseller and its Service Provider so that these Terms of Trade are jointly and severally enforceable by AT its Distributors/Resellers and Service Provider.
• Customer and everyone Customer is responsible for gives AT and Service Provider authorisation to access Customer’s Products in terms of Section 252 of the Crimes Act 1961 both remotely and on site

“AT” means Allied Telesis New Zealand Limited, its related companies, agents, representatives, successors and assigns.

"Contract No" is allocated by AT upon receipt of a signed copy of the Service Agreement and upon AT confirming that Net.cover is available to the Customer..

"Customer" is the purchaser of Net.Cover.

"Distributor/Reseller" means the party signing the Service Agreement on behalf of AT.

Maintenance Services" are those defined in clause 3.

"Maintenance Service Call" means attendance on Customer, whether physically on Site or otherwise, to provide the Maintenance Services

“Maintenance Service Rates” are the charges AT and/or its Service Provider
 may make upon the Customer for services performed or Products provided beyond those included in Net.Cover.

"Net.Cover" subject to these terms and conditions, is the service defined in the Service Agreement and commences upon allocation of a Contract Number.

“Notification” means when AT or its Service Provider is notified of and accepts the Problem.

“Password” means the Customer password, if applicable, giving access to AT online technical support.

"Plan" is the level of Net.Cover selected by the Customer and will be one of the following: Extended Warranty, Silver or Gold cover.

“Problem” means, subject to clause 5.6 the failure of Product and includes without limitation failure of unaltered Software to comply with AT’s then current specifications when operating in conjunction with other unaltered Software or unaltered Equipment, and when operating within AT specified operational conditions.

"Product" or "Products" means any equipment, hardware, firmware, Software (whether embedded or otherwise), communications system, documentation, materials or service provided by or on behalf of AT and where not otherwise inconsistent with the context, includes Net.Cover.

“Service Provider” will provide Net.cover

“Service Agreement” means the agreement to which these Terms of Trade are attached and defines the level of Net.Cover purchased.

“Site” means the location of the Product identified on the Service Agreement

"Software" means the software installed on and for operating the Equipment when acquired by Customer and includes updates, patches and revisions for such integrated software that may be downloaded from AT’s authorised website from time to time.

"Term" commences upon communication of the Contract No to Customer and expires upon the expiry date allocated in the Service Agreement.

“Territory” means New Zealand.

1. AT through its Service Provider will provide Net.Cover support in accordance with the Plan elected by the customer for the Product.
2. The time for response under any Plan commences from Notification. 
3. Net.Cover is provided on the basis that the Product is located on the Site.
4. Net.cover Maintenance Services requested by Customer and agreed to by AT or by its Service Provider and not covered by the Plan selected by Customer will be charged to the Customer by AT or Service Provider as the case may be at then current Maintenance Service Rates payable in advance.
5. Customer will be responsible to ensure that the Product has been properly configured and installed on set up. 
6. Customer is responsible for holding the current configuration of the Product and other than installation of the basic configuration downloadable from AT, any Maintenance Service provided by AT or its Service Provider to configure or install the Product to good operating condition may be charged to the Customer at then current Maintenance Service Rates.
7. Customer will be responsible to ensure the Product is in good operating condition at the commencement of Net.Cover.  Any Maintenance Service provided by the Service Provider to return the Product to good operating condition will be paid for by the Customer at then current Maintenance Service Rates.
8. AT designated over age Product which has exceeded its AT nominated mean operating life may be included in a renewal of Net.Cover provided that an estimate for overhaul is accepted and paid for by the Customer in advance and further provided that Net.Cover continues to be available on the particular Product.  Net.Cover will not be available for Product subject to any phase out policy.
9. Unless otherwise specified, upgraded and additional features or peripheral devices which are approved by AT for inclusion in Net.Cover and are subsequently added or attached to the Product will be deemed to be included in, and covered by the provisions of Net.Cover.  A charge, at then current Maintenance Service Rates and pro-rated to the expiry date of Net.Cover for the Product will be invoiced and payable in advance for such additional items. The following consumable items are not covered by Net.Cover:
   

   Paper rolls, magnetic tape, motherboard batteries, inking equipment, toner cartridges, laser printer drums, dot matrix print heads, electros, cash drawers, lamps, safe combination lock devices, currency storage devices, mirrors, glasses and similar items.

10. Parts removed from Product will become the property of AT or its Service Provider and parts inserted will become the property of the Customer.

1. All fees are payable in advance and in the case of Net.cover, irrespective of the Term, shall be billed annually in advance.  Customer will pay all charges howsoever calculated invoiced to Customer by Distributor, Reseller, AT or a Service Provider as the case may be within 14 days of the date of invoice or such other longer time period for payment specified within the invoice.  If payment is not made by the due date specified in the invoice Customer accepts that AT or Service Provider may withhold provision of Product to Customer.
2. In the absence of payment of any invoice raised pursuant to clause 4.1 by the due date specified within the invoice, Customer will pay interest at the rate of 36 percent per annum compounding daily on all outstanding balances, all payments going first to interest and then principal.
3. Customer will pay all collection costs, including as between solicitor and client, incurred by Distributor, Reseller, AT and Service Provider to obtain payment and shall pay interest on such costs at the rate and on the basis specified in clause 4.2.
4. Should Customer dispute any invoice raised pursuant to clause 4.1, Customer will make payment of that invoice and in the event that Customer's dispute regarding the invoice is considered justified by AT, AT may in its sole discretion refund the payment or such part of it as AT considers appropriate.

1. Subject to the Plan elected by Customer Maintenance Services will be provided during normal business hours (8.00 am to 5.00 pm) weekdays excluding public holidays.
2. Customer’s Password will be provided by AT via Service Provider and will be personal to Customer. 
3. Password is non-transferable without the prior written consent of AT.
4. Customer is responsible for all loss, liability, expense, harm and/or cost that may be incurred from use of Customer’s Password irrespective of whether AT, Distributor/Reseller or Service Provider are aware that Customer's Password has been misappropriated.
5. Where extended hours of coverage are available and agreed between Customer and AT,AT/Service Provider’s then current Maintenance Service Rates for such extended coverage will be charged.
6. A Problem does not include nor cover defects caused or arising from;
1. damage by fire, water, accident, electrical supply, environmental fault (including the effects of corrosive atmospheric contaminants); or
2. the Equipment or Software becoming defective as a consequence of misuse or failure to adhere to the recommendation contained in the relevant instruction manual or failure to maintain operating environment; or
3. if the Equipment or Software is repaired or modified other than by Service Provider or a person duly authorised by AT/Service Provider; or
4. if the Equipment or Software is damaged as a result of the use of supplies which do not meet AT’s specifications; or
5. any serial number is altered, defaced or removed; or
6. any criminal or intentionally destructive act; or
7. any worm, virus or other malicious code; or
8. any other action beyond the control of AT or Service Provider.
7. In the event that Net.Cover ceases to be available for Product due to its age, AT either directly or via Distributor/Reseller shall provide Customer with six (6) months notice of impending cancellation of Net.Cover for that Product.
8. Product is deemed to be over-age when it has been installed for over 5 years. At this point, the Product will be either:
1. Refurbished by AT at Customer’s expense payable in advance and the maintenance carried on for the balance of Net.Cover in place, or
2. Customer will pay an additional amount agreed between the parties and in advance to compensate for the additional wear and tear that the Product has been subject to with regard to its age.

1. AT accepts liability for any personal injury or loss or harm to property only to the extent it is illegal for AT to exclude such liability.  For all other loss or harm whether arising from use or provision of Product or from the Service Agreement or these Terms of Trade, AT's liability is excluded absolutely.  For the removal of doubt:
1. where the customer is acquiring Product provided by or on behalf of AT for business purposes, the provisions of the Consumer Guarantees Act 1993 imposing any liability upon AT will not apply and AT will not be responsible for (and Customer indemnifies AT against) any loss or harm including without limitation consequential damages, economic or financial loss, loss of profits or savings, loss of data, loss of funds or any other liability whether in contract, equity or tort arising directly or indirectly from use or the provision of Product;
2. Representations and agreements not expressly contained herein or incorporated by reference shall not be binding upon AT as conditions, warranties or otherwise;
3. All conditions and warranties (including fitness for purpose) whether express or implied by law are expressly excluded to the extent permissible by law;
4. These Terms of Trade and all appendices and schedules attached and any terms and conditions incorporated into these Terms of Trade by reference form the whole of the agreement between the parties and any additions or modifications or termination of this Agreement shall be in writing and will only be binding when signed by authorised representatives of both parties.
2. The Products are available solely to Customers within the Territory and AT accepts no responsibility for liability arising for any reason outside of the Territory unless expressly assumed in writing by AT.
3. This clause 6 is inserted for the benefit of AT, Service Provider, Distributor and Reseller.

1. Customer may terminate Net.Cover if AT through its Service Provider does not provide Net.Cover in accordance with the Service Agreement and theseTerms of Trade provided that:
1. AT is provided with 90 days written notice of the default;
2. AT does not remedy the default within such notice; and
3. Customer has complied with the Service Agreement and theseTerms of Trade.
2. If Customer validly terminates Net.Cover under clause 7.1, without limiting the provisions in favour of AT contained in clause 6, AT may refund the balance of the fee paid for Net.Cover by Customer less costs incurred by AT up to the date of termination.  In any event Customer agrees that the amount of a refund under the foregoing provisions of this clause will be the extent of AT’s liability to Customer for termination under clause 7.1.
3. AT may in its sole discretion terminate Customer's Net.Cover upon the provision of 14 days written notice of intention to do so and may refund such proportion of the fee paid for Net.Cover by Customer as remains unused at the date of termination less any monies owing to AT, Service Provider, Reseller/Distributor.
4. Customer acknowledges that the price charged and commitments entered into by AT to provide Customer with Net.cover are based on the provision of Net.cover over the term agreed to by Customer and therefore the absence of a refund of purchase price does not constitute a penalty

1. Headings will not be used in the interpretation of this Agreement.
2. The failure at any time of either party to exercise any right given to it under these Terms of Trade or to insist upon strict compliance by the other party of any obligations under these Terms of Trade shall not constitute a waiver of the aggrieved party’s right to require full compliance with the terms.
3. All Product supplied by AT shall be received by the Customer in confidence and the Customer shall take all reasonable precautions to preserve the confidentiality of the Product. Customer agrees that it shall not use, part with possession of, or in any way allow or cause to be used for benefit of any other party (whether or not for a consideration) any of the Product.
4. Net.Cover purchased by Customer is not transferable in any circumstances by Customer without the prior written consent of AT. AT is under no obligation to give written consent or reasons for a decision not to give consent.
5. These Terms of Trade and as modified the time to time will govern the provision of Net.Cover including following renewal of any agreement to provide Net.Cover to Customer and where there is any inconsistency between the provisions of these Terms of Trade and any promotional material howsoever published, the provisions of these Terms of Trade are determinative and will be followed.
6. The parties submit to the exclusive jurisdiction of the New Zealand Courts in Wellington.
7. Customer acknowledges that these terms and conditions including the provisions of the payment regime set out in clauses 4.1-4.4 and the right to refuse a refund are reasonable in light of the overhead AT has to incur to provide Net.cover
8. AT’s rights and Customer's obligations to pay all amounts due hereunder as set out in clause 4, as well as the obligations under clauses 6, 8,3 and this clause 8.7, shall survive termination or expiration of this Agreement.