Reseller Terms & Conditions
ONLINE PURCHASE AND AUTO-RENEWAL TERMS AND CONDITIONS OF SALE
All online purchases given to A2K Technologies Limited (hereafter “A2K”), of Unit 5, Level 1, 74 France Street South, Eden Terrace, Auckland 1010, New Zealand, are subject to the Terms and Conditions set out below, which create a contract (hereafter the “Agreement”) between you and A2K.
Please read these terms and conditions carefully
By clicking the acceptance button you acknowledge and agree to these terms and conditions in the A2K online cart, which you have placed your order (hereafter “Online Cart”). You
(a) Are indicating that you have read A2K terms and conditions of sale and A2K Online Purchase and Auto Renewal terms and conditions of sale, understand them, and agree to be legally bound by them on behalf of the company or other legal
entity for which you are acting (for example, as an employee) (“Company”) or if there is no Company, on behalf of yourself as an individual; and
(b) You represent and warrant that you have the right, power and authority to act on behalf of and bind your Company (if any) or yourself (if there is no such entity).
Whenever you place an order through the A2K Online Cart the version of these terms and conditions in effect on the date you place that order shall govern that order. These terms and conditions may change from time to time, so please review them upon submission of each order, even if you have reviewed them before. We recommend that you print and keep a copy of these terms and conditions (and any other documents referred to in these terms and conditions) for your reference.
1.1 By clicking on the “PLACE ORDER’ button you are placing an order online to purchase products, services and/or subscriptions from A2K and Autodesk subject to these terms and conditions. By clicking on the “Buy” button you are warranting and representing that you are at least 18 years of age;
1.2 By submitting your information to A2K in relation to your order, you consent to such information being processed to fulfil your order and in accordance with A2K’s Privacy Statement. The A2K Privacy Statement is incorporated by reference into and is made a part of these terms and conditions, and can be viewed here Privacy Statement;
1.3 An order submitted by you constitutes an irrevocable offer by you to A2K to purchase products and/or services and/or subscriptions subject to these terms and conditions at the price quoted in the Online Cart for those products and/or services and/or subscriptions, and is subject to subsequent acceptance and fulfilment by A2K, irrespective of whether the button or link you press or activate to submit your order to A2K includes words such as “Buy” or otherwise indicates that it is the final step in completion of your order.
1.4 You will receive an order confirmation/receipt from A2K once your order has been accepted and sent to be processed for fulfilment. Please note that any such automatic acknowledgement does not constitute a formal acceptance of your order. A2K may cancel your order or any renewal (as applicable) at any time and for any reason prior to fulfilling your order or your renewal (as applicable); if this is the case, we will refund any prior payment that you have made for that/those products, services and/or subscriptions.
1.5 If A2K is unable to process payment using the payment method you provided with your order, or if we have reason to believe that you (i) are ineligible to purchase products or services or subscriptions from A2K via the Online Cart either as a result of breach of these terms and conditions or by virtue of applicable law or otherwise, (ii) are otherwise in breach of these terms and conditions, or (iii) have engaged in fraud or criminal activity in connection with your use of any products or services or subscriptions, then, without prejudice to any of our other rights, we may do any or all of the following: (a) stop any products or services or subscriptions being fulfilled to you; (b) stop or suspend ongoing access to products or services or subscriptions; or (c) cancel any automatic renewal plan in which you have elected to participate.
2.1 The price for the products, services and/or subscriptions you order, and any additional charges applicable to your order, will be quoted to you in the Online Cart applicable to those products, services and/or subscriptions and will also be indicated on your order confirmation/receipt. These are the prices and charges that will be charged to your credit card;
2.2 Autodesk BIM 360 Services. If you purchase Autodesk BIM 360 services, the price quoted to you in the Online Cart for those services may be determined by the Project Value or Represented Aggregate Project Value selected by you immediately prior to placing your order for those services. In the event that the Project Value or Represented Aggregate Project Value selected by you (“Selected Value”) is lower than the actual Project Value or Represented Aggregate Project Value for which you have purchased the Autodesk BIM 360 services (“Actual Value”), A2K reserves the right to;
(a) invoice you for the difference between the Selected Value price and the Actual Value price, and
(b) suspend your access to the BIM 360 services without a refund until such difference in price has been paid.
3. Goods and Services Tax (‘GST’)
3.1 All prices will be quoted exclusive of GST. However, all goods will be sold on a ‘plus GST (if any)’ basis. Invoices will be issued in the prescribed form as defined in New Zealand Goods and Services Tax Act 1985.
Any discounts or other terms agreed between A2K and you will be calculated on and applied to the purchase price exclusive of GST.
Payment for GST;
3.2 If GST is imposed on any order made by A2K to you pursuant to these Terms and Conditions (the GST Amount), you must pay the GST Amount to the A2K, in addition to any amount payable, and any non-cash consideration provided, for that order (without any deduction or set-off) by you under any other clause in these Terms and Conditions). Any GST Amount payable is payable upon demand by A2K whether such demand is by means of any invoice or otherwise;
3.3 If any part of the purchase price is referable to both a Taxable Supply (as defined in the GST Law) and anything that is not a Taxable Supply, the apportionment of the purchase price shall be determined by A2K, and GST applied accordingly;
3.4 If A2K determines on reasonable grounds that an adjustment is required to the purchase price, it will promptly issue any ‘Adjustment Notes’ that are prescribed by the GST Law.
4. Payment Methods.
4.1 Payment methods recognized by A2K are listed in the Online Cart. Only payment methods recognized by A2K will be accepted by A2K. A2K does not offer any credit terms via the Online Cart. If you elect to use the services of a third party payment or billing provider in connection with your purchase from us, and provided A2K accepts payments from such third party provider on your behalf, your use of such services will be subject to the third party provider’s own terms and conditions. You may be required to create an account with such third party provider and/or provide that third party provider with your bank account or credit/debit card details. A2K is not responsible for, and you agree to hold us harmless from and against, any liability resulting from the acts or omissions of any third party payment or billing provider.
4.2 Payment shall be made by the payment method selected in your order. A2K will charge credit or debit cards on fulfilling your products and/or services and/or subscriptions to you. A2K reserve the right to verify and/or authorize credit or debit card payments prior to acceptance of your order. Once your order has been accepted A2K will send you an order confirmation/receipt confirming your purchase and the amount that has been charged to you.
6.2 Prices quoted are exclusive of all applicable freight, insurance, and other shipping expenses, as well as any special packing expense, and all duties and similar charges (“Shipping Costs”) that may be assessed on your order. All such Shipping Costs shall be your responsibility, and shall appear as a separate item on your order confirmation/receipt;
6.3 Any physical products purchased by you shall be delivered to you to the address (“Your Address”) provided by you in your order or listed in your A2K Account. Unless otherwise instructed in writing by you, A2K shall select and instruct the carrier as to these agreed terms. A2K will use reasonable commercial efforts to minimize delivery delays; however, your sole remedy if any scheduled delivery is delayed for more than thirty (30) days will be to cancel this Agreement in writing, without further liability to either party.
7. Auto-Renewal of Services or Subscriptions.
7.1 If you purchase a service or subscription, then by clicking on the “Buy” button and completing your purchase, you expressly request and authorize A2K to automatically renew your service or subscription for successive renewal terms each equal in length to the initial term purchased by you, at the purchase price for your initial term (plus any/all applicable taxes and other fees and charges) unless A2K notifies you of a price change (see below), using the payment information you provided for your initial purchase, until you cancel in accordance with the Autodesk Subscription Cancellation and Refund Policy;
7.2 For services or subscriptions of particular length initial terms (e.g. annual length terms), A2K will send you at least one email to remind you of each upcoming renewal of that service or subscription. Further, in the case of all/any services or subscriptions Autodesk will post a confirmation to your Autodesk Account each time your service or subscription is automatically renewed;
7.3 A2K may change the renewal price of your service or subscription as of the next renewal date and we will provide you with prior notice if we do so. You can elect to cancel an automatic renewal for a particular service or subscription at any time and for any reason (including if you do not agree to a price change) by notifying A2K via email to email@example.com;
7.4 The A2K Online Purchase and Auto-Renewal Terms (including the A2K Privacy Statement) contained in this Agreement will apply to each renewal transaction (“Renewal Transaction”).
8 Cancellation and Refund.
8.1 You may cancel your product, service and/or subscription purchase in accordance with the terms of A2k Subscription Cancellation and Refund Policy which are incorporated herein by reference;
(a) Subscription orders for Autodesk software placed with A2K online are processed immediately and can only be cancelled by contacting A2K. If you decide you no longer wish to use or retain access to the software or services to which you’ve subscribed, you must contact us to request cancellation within 30 days of the original purchase to receive a refund.
(b) Your software subscription automatically renews when your contract expires to ensure you have continuous access to your Autodesk software. You will be charged for a new subscription term on the renewal date listed in your Autodesk Account. You can cancel the automatic renewal at any time before your renewal date by contacting A2K on firstname.lastname@example.org. You will retain access to software and services until the renewal date but will not be automatically charged for a new term. Access to your software and services will end on your subscription renewal date.
(c) For Annual Subscription Contracts cancellation requests must be received by A2K Technologies no later than 14 days prior to contract renewal
(d) For Monthly Subscription Contracts cancellation requests must be received by A2K Technologies no later than 7 days prior to contract renewal
(e) Subscriptions that expire after the renewal date without payment and/or subscriptions cancelled immediately by contacting A2K Customer Service team cannot be restarted.
If you wish to renew access to software and services for a cancelled subscription, a new subscription must be purchased.
9 Limitation of Liability
9.1 Legislation such as the Competition and Consumer Act 2010 (Cth) may imply into these Terms and Conditions warranties or conditions or impose obligations which cannot be excluded, restricted or modified and these Terms and Conditions are read subject to such statutory provisions.
9.2 All other conditions, warranties, representations, liabilities, and obligations, whether implied or imposed by statute, including any conditions or warranties as to merchantability, fitness for purpose or correspondence with description are excluded to the extent permitted by law.
9.3 In the event that A2K breaches its obligations referred to in clause 12.1, to the extent allowed by law, its liability is limited to any one or more of the following, at its election:-
(a) The replacement of the Goods or the supply of equivalent goods;
(b) The repair of the Goods;
(c) The payment of the cost of replacing the goods or acquiring equivalent goods; or
(d) The payment of the cost of having the goods repaired.
9.4 The total liability of A2K under these Terms and Conditions is, to the extent permitted by law, expressed in this clause and A2K will under no circumstances be liable to the Customer for any Loss incurred by the Customer or any other party resulting directly or indirectly out of the supply by A2K to the Customer or out of any breach of A2K under these Terms and Conditions or out of the negligence of A2K.
9.5 Nothing in these Terms and Conditions shall exclude or modify any conditional warranty implied by law where to do so would render these Terms and Conditions void.
9.6 The Customer agrees to limit any claim it makes to the cost of or of acquiring equivalent products.
10 Export Controls.
10.1 In conformity with laws and regulations of Australia and New Zealand relating to international trade, you and your employees (if applicable), agents and third parties shall not disclose, export or re-export, directly or indirectly, any product, service, documentation or technical data (or direct products or services thereof) to any country, entity or other party which is ineligible to receive such items under Australian laws and regulations as modified from time to time.
11 Entire Agreement.
11.1 These terms and conditions (and the documents incorporated herein by reference) constitute the entire agreement between you and A2K relating to the purchase of the products, services and/or subscriptions via the Online Cart related to this order, and supersede and render of no legal effect all prior agreements, understandings, negotiations and discussions, whether oral or written, and there are no warranties, representations or other agreements between you and A2K in connection with the products, services and/or subscriptions purchased via the Online Cart related to this order except as specifically set forth in these terms and conditions. Except as expressly set out in this Agreement (or any of the documents incorporated herein by reference), all warranties, terms, conditions and undertakings, express or implied are excluded to the fullest extent permitted by applicable law. You further acknowledge that no additional or different terms or conditions submitted on any purchase order issued by you or otherwise referred to by you, including any pre-printed terms, shall be applicable to this transaction or binding on A2K unless specifically agreed to in writing by an authorized representative of A2K. You acknowledge and agree that;
(a) A2K is under no obligation to proceed with or implement any A2K business or product plans, product roadmaps and proposed products specifications that A2K may have discussed with you, including those discussed pursuant to confidentiality agreements;
(b) any statements by A2K, including in connection with such plans, are not intended to be a promise or guarantee of future delivery of products, services or features; and
(c) you do not rely on, and shall have no remedy in respect of, any promise, assurance, undertaking, representation or statement made (whether innocently or negligently) by any other party or any other person except as expressly set out in this Agreement, in respect of which your sole remedy shall be for breach of contract.
12.1 These Terms and Conditions take effect, are governed by and will be construed in accordance with the laws of the New Zealand.
12.2 These Terms and Conditions are subject to change without notice.
12.3 The parties agree that any action arising out of, or relating to these terms may only be brought by a court of competent jurisdiction in New Zealand.
12.4 If we do not act in relation to a breach by you of these terms and conditions, this does not waive A2K’s right to act with respect to subsequent or similar breaches.
12.5 You may not assign or transfer any rights or benefits you may receive under these terms and conditions to any other person or entity without the prior written consent of A2K.
12.6 In reselling, maintaining or installing Goods, the Customer is not A2K’s agent or the agent of the manufacturer of Goods.