These terms apply when you buy equipment from Knode Limited and subscribe to the Knode platform. By accepting a Quote or placing an order, you agree to them.
1. Definitions
In these terms, unless the context requires otherwise:
- “Agreement” means the agreement between the Customer and the Company for the supply of Equipment and Company Services, on these terms.
- “Company”, “Knode”, “we” or “us” means Knode Limited.
- “Company Services” means the Knode platform and related services we provide to the Customer, including the online dashboard and apps, alerts, data storage and support.
- “Company’s Data Platform” means any database, data platform, online portal, app or third-party service we use to provide the Company Services.
- “Customer” or “you” means the person or organisation named in the Quote.
- “Data” means data collected by the Equipment or the Company Services, or sent to the Company’s Data Platform.
- “Equipment” means Knode hardware (including nodes, tank level sensors, flow meter connectors and pump control units) and any third-party hardware the Customer buys from us.
- “Estimate” means an indicative price produced by the Map my water tool or elsewhere on our website.
- “Initial Subscription Term” means 12 months from the Start Date.
- “Quote” means the written quote we give the Customer.
- “Renewal Subscription Term” has the meaning in clause 5.2.
- “Service Fees” means the monthly platform fees and any usage charges (such as SMS alerts) for the Company Services.
- “Start Date” means 5 Working Days after the date we dispatch the Equipment to the Customer, unless otherwise agreed. Service Fees are payable from this date.
- “Term” means the Initial Subscription Term together with any Renewal Subscription Terms.
- “Working Day” means any day other than a Saturday, Sunday or a public holiday in New Zealand.
2. Estimates, Quotes and orders
2.1 Estimates on our website, including from the Map my water tool, are indicative only. They are not an offer and do not form part of the Agreement.
2.2 When you send us your map or ask us to, we will review your requirements, including network coverage at your location, and give you a Quote setting out the Equipment, the Company Services and their prices.
2.3 You may accept a Quote within 30 Working Days of receiving it. After that we may need to re-quote.
2.4 Your acceptance of a Quote (in writing, by email, or by placing an order) is acceptance of these terms, which then bind both of us.
2.5 We may require personal guarantees for the Customer’s obligations before accepting an order.
2.6 We may change the specification of the Company Services or Equipment without notice, provided the change does not materially affect them.
2.7 Once accepted, an order may only be cancelled with our written consent, and you will be responsible for any costs we have reasonably incurred because of the cancellation.
3. These terms
3.1 These terms, and any updated terms we issue, apply to all orders for Equipment and Company Services.
3.2 You are responsible for making sure the relevant people in your organisation are aware of these terms.
4. Equipment, delivery and installation
4.1 We will dispatch the Equipment to the delivery address you give us, pre-configured and labelled for each point on your map. Delivery charges are as set out in the Quote.
4.2 Self-installation. Unless the Quote includes installation services, you are responsible for installing the Equipment safely, correctly and in line with our instructions and any applicable laws, including any electrical work, which must be carried out by an appropriately qualified person. We are not liable for loss or damage caused by installation carried out by you or by someone other than us.
4.3 Flow meters are not included. Flow meter connectors read an existing, compatible flow meter. You are responsible for supplying and maintaining the flow meter. We can advise on compatibility, but are not responsible for the accuracy or condition of third-party meters.
4.4 Pump control units. Where you use a pump control unit, you remain responsible for the safe operation of your pumps and water systems, including suitable protection, isolation and backup arrangements. The Company Services are not a substitute for your own safety systems or regular physical checks.
4.5 Equipment will only work where there is suitable network coverage. We will check coverage for the locations you give us, but coverage can change and is outside our control.
5. Term
5.1 The Agreement starts on the Start Date and continues for the Initial Subscription Term.
5.2 It then renews automatically for further 12-month terms (each a “Renewal Subscription Term”) unless you give us at least 60 days’ written notice before the end of the current Term.
6. Company Services
6.1 During the Term, we grant you a non-exclusive, non-transferable right to use the Company Services.
6.2 Your monthly plan includes up to 3 users. Additional users, Equipment or features may change your Service Fees.
6.3 We may introduce updates and upgrades to the Company Services from time to time. We will use our best endeavours to make sure they do not detrimentally affect core functionality.
6.4 Alerts. Alerts (by SMS, email or in the app) depend on networks, devices and third-party providers outside our control. We will use reasonable efforts to deliver them, but cannot guarantee that every alert will be sent or received, or received on time. You should not rely on alerts as your only means of protecting people, stock, property or water supply.
6.5 You agree that we may send you information about our other products and services. You can opt out at any time.
7. Ownership and use of Data
7.1 You retain ownership of your Data.
7.2 While you pay the Service Fees, we will make your Data available to you through the Company’s Data Platform for at least the previous 12 months. We may charge for access to older Data.
7.3 You agree that we may access, use and aggregate the Data for our own business purposes, including to:
- improve the Company Services;
- understand how the Company Services are used;
- market the Company Services (without identifying you, unless you agree); and
- generate information, research and insights.
7.4 Data will only be as accurate as the Equipment allows. It will generally be less accurate than a certified meter, may contain discrepancies from time to time, and is not suitable for retail metering, billing, or certifying any matter to a third party.
7.5 How we handle personal information is set out in our Privacy policy.
8. Data security
8.1 We use all reasonable endeavours and precautions to keep Data secure once we receive it.
8.2 Because of how Data is transmitted, we cannot guarantee the security of Data in transit, and you send Data to the Company’s Data Platform at your own risk.
8.3 If you become aware of any security problem with your Data or the Company’s Data Platform, you must tell us promptly by email.
9. Prices and payment
9.1 Equipment is payable as set out in the Quote. Unless the Quote says otherwise, Equipment must be paid for in full before dispatch.
9.2 Service Fees are payable monthly in advance (or annually in advance if agreed) by direct debit, card or another method we offer. Usage charges, such as SMS alerts, are charged monthly in arrears.
9.3 All prices are in New Zealand dollars and exclude GST, which you must pay in addition.
9.4 If you do not pay on time, we may:
- charge default interest at 15% per year, calculated daily from the due date until payment; and/or
- suspend access to the Company Services and your Data until all overdue amounts are paid.
10. Changes to Service Fees
10.1 We may change the Service Fees by giving you at least 30 Working Days’ written notice. The date the change takes effect is the “Review Date”.
10.2 If you do not accept the change, you may end the Agreement by giving us written notice at least 10 Working Days before the Review Date. The Agreement will then end on the Review Date.
11. Technical requirements and access
11.1 To use the Company Services, your Equipment and systems must meet our minimum standards, which we may update from time to time. You are responsible for any costs of changing your own systems to meet them.
11.2 You authorise us to enter any place where the Equipment is located, at reasonable times and with reasonable notice, to provide or support the Company Services.
12. Intellectual property
12.1 All rights, including intellectual property rights, in the Company Services, software, firmware and documentation (including all updates and improvements) remain with us.
12.2 You may copy user documentation for your own use of the Company Services only.
12.3 You must not sublicense, modify, tamper with, adapt or reverse engineer any software or hardware used to provide the Company Services.
13. Confidential information
13.1 You must keep confidential all information relating to our technology, technical processes and business affairs, and not use or disclose it unless we authorise you to.
13.2 This clause continues after the Agreement ends.
14. Warranties and liability
14.1 We warrant that we will use commercially reasonable efforts to keep our systems free from viruses and harmful code, and reasonable efforts to provide the Company Services in a professional manner consistent with good industry practice.
14.2 Hardware warranty. Knode hardware is covered by a 12-month warranty from the Start Date against faults in materials and workmanship, provided it has been installed and used in line with our instructions. For third-party hardware, our liability is limited to the manufacturer’s warranty, to the extent permitted by law.
14.3 Except as expressly set out in these terms, all other terms, conditions and warranties are excluded to the maximum extent permitted by law.
14.4 You confirm that you are acquiring the Equipment and Company Services for the purposes of a business. To the extent permitted by law, the Consumer Guarantees Act 1993 and sections 9, 12A and 13 of the Fair Trading Act 1986 do not apply, and you agree it is fair and reasonable for us to contract out of them.
14.5 To the extent permitted by law, we are not liable for any indirect or consequential loss, loss of profit, loss of stock or crops, water loss, or damage to property, however caused (including in negligence).
14.6 Our total liability to you under or in connection with the Agreement is limited to the Service Fees you paid us in the 12 months before the claim arose.
14.7 We are not liable for the performance of Equipment used for any purpose other than the one we specify, or for any failure caused by events outside our reasonable control, including network outages and failures of communication links between you and us.
15. Ending the Agreement
15.1 We may end the Agreement:
- by giving you 10 Working Days’ written notice if you materially breach it and do not fix the breach within 10 Working Days of our notice (in which case we will not refund Service Fees paid in advance);
- by giving you at least 30 Working Days’ written notice; or
- by giving you 10 Working Days’ notice if any payment remains overdue for 20 Working Days.
15.2 When the Agreement ends, you must stop using the Company Services, and on your written request we will give you one copy of your Data in our standard file format.
15.3 Ending the Agreement does not affect rights or obligations that arose before it ended, or any clause intended to continue afterwards.
16. Risk and title
16.1 Risk in the Equipment passes to you on delivery.
16.2 Ownership of the Equipment passes to you only when we have received payment in full. Until then you hold it as bailee, must keep it in good condition, and authorise us to enter any place where it is held to recover it.
17. Personal Property Securities Act 1999
17.1 These terms create a security interest in the Equipment under the Personal Property Securities Act 1999 (PPSA) to secure payment, and we may register a financing statement.
17.2 To the extent permitted by law, you waive your right to receive a verification statement, agree that sections 114(1)(a), 133 and 134 of the PPSA do not apply, and waive your rights under sections 107(2)(c) to (e) and (h) to (j) of the PPSA.
17.3 Until the Equipment is paid for in full, you must not sell, charge, lease or otherwise deal with it, or allow any lien or security interest over it.
18. General
18.1 Neither of us is responsible for failing to meet our obligations because of causes reasonably beyond our control.
18.2 Notices must be given by email to the addresses in the Quote. Notices sent on a non-Working Day are treated as received on the next Working Day.
18.3 You may not assign or transfer your rights under the Agreement without our prior written consent.
18.4 You are responsible for making sure your employees, contractors and visitors comply with these terms.
18.5 You will indemnify us for any costs, losses or liabilities (including reasonable legal costs) we incur because you breach the Agreement, including costs of enforcing it.
18.6 If any part of these terms is invalid, it will be treated as replaced by a valid provision that comes closest to the original intent, and the rest of the terms continue to apply.
18.7 The Agreement (the Quote and these terms) is the entire agreement between us about its subject matter.
18.8 A right is only waived if we both agree in writing.
18.9 The Agreement is governed by New Zealand law, and both of us submit to the exclusive jurisdiction of the New Zealand courts.
19. Disputes
19.1 If a dispute arises, we will first try to resolve it in good faith. If it is not resolved, either of us may refer it to arbitration by a single arbitrator nominated by the President of the New Zealand Law Society, under the Arbitration Act 1996.
20. Contact
Knode Limited, 6/145 Ingram Road, Rukuhia 3282, Hamilton, New Zealand. Email info@knode.co.nz.