Terms & Conditions

ReticManager Terms & Conditions

Last Updated: 31st October 2025

These Terms apply to all Services provided by ReticManager, unless specified otherwise. We may change these Terms at any time, without notice to you, by posting the changes on our website and updating the “Last Updated” notice above. By continuing to use the Services after these Terms are updated, you agree to be bound by the changed Terms. If you do not wish to accept the changes then you must cease use of our Services.

1. DEFINITIONS AND INTERPRETATION

1.1 In these Terms, unless the context otherwise requires:

Additional Services means the services described as the Additional Services in the Order Form;

Additional Services Fee means the charge for the Additional Services as described in the Order Form;

Analytical Data has the meaning set out in clause 5.1(a)(ii);

Business Day means a day that is not a Saturday or Sunday or a public holiday in Hamilton, New Zealand;

Business Hours means the hours between 9am and 5pm on Business Days;

Customer, you and your refers to you, our customer, as identified in the Order Form;

Customer Data means footage of unprocessed waste water and/or storm water reticulation data or other information regarding either which is provided to ReticManager by Customer or on Customer’s behalf that is used as the input for the Software Services;

Customer User means any employee, officer, agent, delegate and/or contractor of Customer;

Confidential Information means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the provision and use of the Services. Our Confidential Information includes Intellectual Property Rights owned by us (or our licensors), including the Reticulation Data and the Services. Your Confidential Information includes the Customer Data;

Default Rate means the rate that ReticManager can obtain from its bank for unsecured lending, plus a margin of 2 per cent per annum;

Force Majeure Event means circumstances beyond the reasonable control of the party concerned, including, fire, flood, storm, adverse weather conditions, volcanic eruption, earthquake, act of a government, war, terrorism, strike, lock-out, industrial action, failures of the internet or any public telecommunications network, hacker attacks, virus or other malicious software attacks or infections, or power failures;

Fees means the Subscription Fee and Additional Services Fee;

Intellectual Property Rights means all intellectual property rights, including current and future registered and unregistered rights, in respect of copyright, designs, circuit layouts, trade marks, trade secrets, software applications, websites, patents, inventions, discoveries, know-how, confidential information and all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world;

Notices has the meaning set out in clause 14.2;

Order Form means a document agreed between the parties (including in the form of an email or series of emails) that includes the details relating to the provision of the Services, such as Customer details, pricing and payment terms;

Reticulation Data means the post processed GIS and condition data for pipes and node inspections, analysis, reporting, dashboarding, forecasting, project management, underlying report templates,  grading logic, and other information in any format, produced by us in performing the Services;

ReticManager, we, us, our means the ReticManager entity specified in the Order Form, or if no ReticManager entity is specified, ReticManager Limited, a company incorporated in New Zealand (company number 2383435);

Services means the Software Services, and if applicable, the Additional Services;

Software Services means the access to and use of the ReticManager software platform and interface, including access to the post processed Customer Data and Reticulation Data through that software platform and interface, relevant training and support, and Customer account management;

Specification means the technical specifications for Customer Data and any Customer provided facilities and services relating to the Services as communicated to you by us in writing from time to time;

Start Date means the Start Date specified in the Order Form, or if not specified, the date on which ReticManager commences providing the Software Services to you;

Subscription Fee means the charge for the Software Services as further described in the Order Form;

Tax means any sales taxes, duties or levies or costs which may be imposed on handling, transportation, use or sale of the Services;

Term has the meaning set out in clause 12.1;

Terms means these online terms and conditions as updated from time to time; and

Updates has the meaning set out in clause 3.5.

1.2 In these Terms, the following rules of interpretation apply unless the context requires otherwise:

(a) headings are for convenience only and do not affect interpretation;
(b) the singular includes the plural and vice versa;
(c) where a word or phrase is defined its other grammatical forms have a corresponding meaning;
(d) a reference to a person includes a body corporate, an unincorporated body or other entity;
(e) a reference to a clause is to a clause of these Terms;
(f) the words “include” or “including” do not imply any limitation;
(g) where the day on or by which anything is to be done is not a Business Day, that thing must be done on or by the next Business Day; and
(h) a reference to any Act, regulation, by-law, industry standard or code includes any amendments to such Acts, regulations, by-laws, industry standards and codes.

1.3 If there is a conflict or inconsistency between any of these Terms and the Order Form, these Terms will prevail to the extent of any conflict or inconsistency unless otherwise expressly stated in the relevant Order Form.

2. SERVICES

2.1 Provision of Services: Subject to payment of the Subscription Fee, we will provide you with the Software Services during the Term.
2.2 Additional Services: If agreed by the parties, we will also provide the Additional Services to you for the Additional Services Fee.
2.3 Non Exclusive: We will provide access to the Services on a non-exclusive basis, and nothing in these Terms will prevent ReticManager from providing Services to a third

3. CUSTOMER USER ACCESS

3.1 Customer User Access: We will provide online access that enables Customer Users to access and use the Services for your internal business purposes. Examples of the following types of access available for allocation at your discretion to appropriate Customer Users are:

(a) Power user: Power users can add surveys and view all upload histories, view multiple Reticulation Data sets, access reporting, dashboarding and forecasting functions, and create, read, update and archive projects in project management;
(b) User: Users can access Reticulation Data for asset performance and spatial environment only. No view of asset planning data and dashboards. Read-only views of all project management Users can add surveys and review their own upload history;
(c) Project user: Project users can access asset performance Reticulation Data and spatial environments relating to a specific area or assets for use in a tender and/or construction project. No view of asset planning data and dashboards. Read-only views to specific projects. Project users can add surveys and review the user’s own upload history; and
(d) Guest User: Upload applicability for pipes and nodes. Access to asset locator. Guest users can add surveys and review the user’s own upload.

3.2 Misuse: If any unauthorised use or misuse is identified, suspected, or being investigated, ReticManager reserves the right to immediately terminate access and/or suspend the Services. If you become aware of any unauthorised use or misuse of an account, you must immediately notify us in writing.

3.3 Account Obligations: You must ensure that:

(a) each Customer User complies with these Terms as applicable to the Customer User’s use of the Services. Any act or omission of a Customer User, and all activity occurring on an account used by a Customer User will be treated as your act or omission;
(b) you and your Customer Users do not misuse the Services in any way;
(c) you and your Customer Users do not interfere with the Services or attempt to access the Reticulation Data other than is permitted under these Terms; and
(d) you and your Customer Users do not provide login details or any other account details to any third party at any time.

3.4 Availability and Maintenance: Subject to clause 10, ReticManager will endeavour to make the Software Services available during Business Hours during the We may undertake maintenance of the Software Services during the Term and will, where practicable, give you prior written notice of scheduled maintenance that may have a material negative impact on the Software Services. We will use reasonable endeavours to schedule downtime outside of Business Hours.

3.5 Required Service Change: You acknowledge that:

(a) in providing the Services, we use various third party inputs which we are not the only purchaser and/or consumer of and as such these inputs are subject to change without our approval;
(b) there may be circumstances where there is change to applicable law that may, in our reasonable opinion, materially affect our ability to provide the Services, the manner or cost of providing them or the manner in which you are able to use the Services;
(c) the Software Services are provided on a one-to- many software-as-a-service basis and we may add, remove, change, update, upgrade and/or disable features and capabilities temporarily or permanently from time to time (together, Updates). You may be required to install Updates or to update or upgrade the devices you or Customer Users’ use to access the Software Services or the operating system running on those devices in order to continue to use the Software Services properly or at all. Unless we specify otherwise, Updates will be provided at no cost, and any change to the Services arising out of the above situations is a Required Service Change.

3.6 Acceptance of a Required Service Change: You will be deemed to have accepted a Required Service Change unless you, acting reasonably, notify us of a material adverse impact on your business as a result of the Required Service Change within 15 Business Days of the Required Service Change becoming effective. If the parties, acting reasonably, are unable to agree a solution to address the material adverse impact within 15 Business Days of our receipt of your notice under this clause 6, then either you or we may terminate these Terms by giving notice to the other, or the parties may agree in writing to extend the period for finding a solution. This clause sets out the sole and exclusive remedies in respect of any Required Service Change.

3.7 New Services: We may, from time to time, offer new products or services to you, which may, if accepted by you, be subject to an additional charge. You agree that, unless expressly stated otherwise, any new product or service subsequently purchased by you will be subject to these Terms.

4. CUSTOMER OBLIGATIONS

4.1 Supply of Customer Data: You are responsible for arranging for Customer Data collection services to be provided in relation to your reticulation systems by a contractor engaged by you. You will need to ensure that the contractor collates and provides the Customer Data in a format which is compatible with the Services and meets the Specification, or if not set out in the Specification, as ReticManager may reasonably

4.2 Use of Services:

(a) You must use the Services:

(i) in accordance with these Terms;
(ii) in accordance with all applicable laws and any instructions, policies or directions provided by ReticManager; and
(iii) solely for your internal business purposes, unless otherwise agreed with ReticManager.

(b) You acknowledge that you may not provide any data (including any Reticulation Data), reports or information about or obtained through the Services to any third party.

4.3 Services exclusions: The Services do not include the supply of any hardware, third party operating system or other prerequisites for accessing the Services or any accessories, attachments, supplies, spare parts, consumables or items. You are responsible for ensuring that you have suitable computer hardware available on which the software is installed to enable access and use of the Services. You must ensure that your equipment is free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs and incorporate security features in accordance with good industry practice.

4.4 Other obligations: You will provide facilities and services, at your cost, when requested by ReticManager for the provision of the Services. The facilities and services may include:

(a) providing adequate internet connectivity;
(b) ensuring you have procured any licences, authorisations and consents required for the Services and any prerequisites that comply with the Specifications; and
(c) providing other assistance and information as reasonably required by us in relation to the performance of our obligations under these Terms (which may include access to your personnel as reasonably requested by us).

4.5 Password protection: You will:

(a) employ appropriate security and control measures;
(b) use reasonable endeavours to ensure that no unauthorised person will gain access to the Services through your (or your Customer Users’) account(s); and
(c) notify ReticManager immediately of any unauthorised use of any password or account or any other known or suspected breach of security.

4.6 Privacy obligations: Each party agrees that it will comply with the applicable privacy laws in respect of any personal information it collects or otherwise obtains in connection with these Terms. If either party becomes aware of any potential or actual breach of privacy laws in relation to these Terms, that party must promptly notify the other party in writing.

4.7 Compliance with law:

(a) You agree to comply with all applicable laws in connection with your use of the Services, including those related to privacy and must not use the Services:

(i) in any way that is unlawful, illegal or fraudulent;
(ii) in connection with any unlawful, illegal or fraudulent purpose or activity;
(iii) in a way that infringes any third party’s Intellectual Property Rights;
(iv) to distribute, view or create any material that may be offensive, obscene, illegal or unlawful; or
(v) in any way that may bring ReticManager (or any related company of ReticManager) into disrepute or otherwise tarnish the image of ReticManager (or any related company of ReticManager).

(b) ReticManager agrees to comply with all applicable laws in connection with providing the Services.

4.8 Software code: For the avoidance of doubt, you have noright to access the software code (including object code and source code) comprised in the Services.

5. DATA

5.1 Provision of Customer Data:

(a) You grant to ReticManager a worldwide, royalty-free, non-exclusive, transferable, sub-licensable right to:

(i) access, use, reproduce, store, publish, adapt, communicate, copy and modify the Customer Data for any purpose in connection with the Services;
(ii) to process and use Customer Data and information about your (and your Customer Users’) use of the Services to generate anonymised and aggregated statistical and analytical data (the Analytical Data); and
(iii) use and perpetually retain Analytical Data for our business purposes including (without limitation) to develop, improve and/or enhance the Services, industry insights and other products and services.

(b) You warrant that such use of the Customer Data by ReticManager will not infringe the Intellectual Property Rights or any other rights of any person. The parties acknowledge that no title to, or Intellectual Property Rights, in the Customer Data will transfer to ReticManager in connection with the Services or these Terms except as specifically provided for in these Terms.

5.2 Storage of Data: You acknowledge that we may store the Customer Data as we consider appropriate, which may include storage on a server, or servers, in overseas You represent and warrant that you have all necessary consents required to provide us with the Customer Data and permit us to use the Customer Data for purposes connected with providing the Services, including the storage of Customer Data under this clause 5.2.

6. FEES

6.1 Fees: In consideration of ReticManager providing the Services, you agree to pay ReticManager the Fees.

6.2 Payment Terms:

(a) ReticManager will invoice you for the Fees at the frequency agreed in the Order Form, or if no frequency is agreed, on a monthly basis.
(b) Payment is required on or before the 20th of the month following the date of the invoice (unless another payment date is specified in the Order Form).
(c) The Fees are exclusive of Tax.
(d) You will be responsible for any Tax payable in relation to the Services provided and these Terms.

6.3 Overdue amounts: If you fail to pay any amount that is due and payable to us:

(a) you must pay interest on that amount from (and including) the day on which it falls due to (but excluding) the day on which it is paid in full, calculated at the Default Rate;
(b) we may suspend the provision of the Services on at least 10 Business Days’ written notice to you; and/or
(c) we may terminate these Terms in accordance with clause

6.4 Set off: You will not set off or deduct any amount from any payment payable to ReticManager by you.

6.5 Fee increases:

(a) By providing at least 20 Business Days’ notice, we may review and increase the Fees each year (with such increase not to exceed more than 10 percent of the Fees at the time of review).
(b) In addition, we may vary the Fees by written notice to you if there is fluctuation in either the amount or the quality of the Customer Data provided by you during the Term.

7. INTELLECTUAL PROPERTY

7.1 Ownership: You acknowledge and agree that all Intellectual Property Rights in the Reticulation Data and the Services belongs to ReticManager. ReticManager grants you a royalty-free, non-exclusive, and non- transferable licence to access and use (and to permit your Customer Users to access and use) the Services and the Reticulation Data solely for your internal business purposes during the Term.

7.2 Developments: All Intellectual Property Rights developed in connection with the provision of the Services and related software, or in any modification, improvement or other alteration to any Intellectual Property Rights owned by ReticManager or to which it has rights, belong to ReticManager. Unless otherwise expressly provided for under these Terms, you irrevocably assign to ReticManager, or will assign to ReticManager upon creation, all of your right, title and interest in and to suchIntellectual Property Rights and agree not to challenge ReticManager’s ownership of such Intellectual Property Rights and interests.

7.3 No modifications or harm: You must not at any time, including after the expiry or termination of these Terms:

(a) attempt to copy, alter, modify, replicate, or reverse engineer or enhance the software and Reticulation Data obtained or used as part of the Services, including altering any configuration of the software or otherwise undermining, harming, disrupting, damaging or disabling the software
(b) alter, remove or tamper with any trade mark, patent or copyright notices or any confidentiality or proprietary notice, numbers or other means of identification used on or in relation to the Intellectual Property Rights;
(c) register or apply to register any intellectual property the same or similar to ReticManager’s Intellectual Property Rights, including but not limited to applying for and registering trade marks and/or domain names the same or similar to those of ReticManager;
(d) make the Services or the Reticulation Data available to any third party (other than your Customer Users permitted to use it in accordance with these Terms);
(e) do any act or allow any act to be done that would or might invalidate or be inconsistent with ReticManager’s rights or title in and to the Intellectual Property Rights.

7.4 Customer Intellectual Property: For the avoidance of doubt, existing Intellectual Property Rights owned by you as at the Start Date, remain your

7.5 Know-how: Subject to clause 9, you grant to ReticManager the right to use all general ideas, concepts, know-how or techniques that are generated in the course of supplying the Service to If you provide ReticManager with any ideas, comments or suggestions relating to the Services, all Intellectual Property Rights in those ideas, comments or suggestions and anything created due to them will be owned solely by ReticManager.

7.6 Third party claims: You agree that:

(a) you will immediately notify ReticManager in writing of any known or suspected Intellectual Property Rights claim;
(b) you will not make any admission of liability in relation to, or agree to any settlement or compromise of an Intellectual Property Rights claim without the prior written consent of ReticManager; and
(c) you will, at ReticManager’s expense, provide ReticManager all assistance it requires in connection with negotiations and litigation to settle an Intellectual Property Rights claim.

8. FORCE MAJEURE

8.1 Neither party shall be liable for any default due to any Force Majeure Event, provided the affected party provides written notice to the other party within 5 Business Days of the Force Majeure Event commencing which outlines the event, the obligations affected, the expected duration of its effects and the actions taken to overcome and mitigate the effects of the Force Majeure

8.2 The affected party must keep the other updated as to any changes or developments concerning the Force Majeure Event.

9. CONFIDENTIALITY

9.1 Confidential Information: This clause applies to all Confidential Information that is disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by one party to the other party in connection with providing the Services.

9.2 Obligation: Each party must:

(a) keep the Confidential Information confidential;
(b) not disclose Confidential Information to any other person, other than with the prior written consent of the disclosing party or in accordance with clauses 3 to 9.4;
(c) not use, disclose or reproduce the Confidential Information for any purpose other than to exercise its rights or perform its obligations under these Terms; and
(d) promptly notify the disclosing party of any potential, suspected or actual unauthorised use or disclosure of the Confidential Information.

9.3 Permitted disclosure: A party may use or disclose the disclosing party’s Confidential Information to any of its subcontractors, employees, consultants or professional advisers (Recipient) to the extent that it is necessary for the purposes of providing or receiving (as the case may be) the Services. The receiving party will procure that each Recipient of the Confidential Information is made aware of and complies with these obligations of confidentiality as if the Recipient was a party to these Terms. The receiving party will remain responsible for any breach of this clause 9 by the Recipient.

9.4 Exclusions: The obligations contained in clauses 1 to 9.3 inclusive will not apply to any Confidential Information which:

(a) is in or becomes part of the public domain otherwise than through breach of these Terms by the receiving party or any Recipient;
(b) can be shown to the reasonable satisfaction of the disclosing party to have been known to the receiving party prior to it being disclosed;
(c) subsequently comes lawfully into the possession of the receiving party from a third party; or
(d) is required to be disclosed by law, in which case the receiving party will, to the extent it is legally permitted, provide prior written notice to the disclosing party of the required disclosure and will comply with any directions provided by the disclosing party in relation to such disclosure.

9.5 Breach: Without prejudice to any other rights or remedies which a party may have, the parties acknowledge and agree that damages may not be an adequate remedy for any breach of this clause 9 and the remedies of injunction, specific performance and other equitable relief may be appropriate for any threatened or actual breach of any such provision.

10. WARRANTIES, DISCLAIMERS AND EXCLUSIONS

10.1 Mutual warranties: Each party represents and warrants to the other that it has the full power, capacity and authority to exercise its rights and perform and comply with its obligations under these Terms.

10.2 No implied warranties: To the extent not prohibited by law, these warranties are exclusive and there are no other express, implied or statutory warranties or conditions including for hardware, systems, networks or environments or for merchantability, satisfactory quality and fitness for a particular purpose. The parties agree that the provisions of the New Zealand Consumer Guarantees Act 1993 and sections 9, 12A, 13, and 14(1) of the New Zealand Fair Trading Act 1986 do not apply to these

10.3 No guarantee: ReticManager does not guarantee that the  Services  will  be  performed  error-free or uninterrupted or free from viruses, that it will correct all errors to the Services, or that the Services will be compatible with any hardware, other software or systems used or provided by You acknowledge that ReticManager does not control the transfer of data

over communications facilities, including the internet, and that the Services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. We are not responsible for any delays, delivery failures, or other damage resulting from such problems. You acknowledge and agree that the Services are not intended to substitute your own judgement.

11. LIABILITY

11.1 Customer indemnity: You will indemnify ReticManager in respect of all liabilities, costs and expenses (including full costs between solicitor and client), claims or demands incurred by ReticManager or any third party arising from any of your acts or omissions, your breach of these Terms, or arising out of or incidental to your use of the Services.

11.2 Maximum Liability: ReticManager’s maximum aggregate liability for any damages arising out of or related to the provision of the Services to you, whether in contract or tort, or otherwise, shall in no event exceed the Subscription Fee paid by you in the 12 months prior to the event giving rise to the first claim made by you under these Terms.

11.3 Consequential Loss: Neither party shall be liable for any indirect, incidental, special, punitive, or consequential damages, or any loss of revenue or profits (excluding Fees), data or data use, even if the party has been advised of the possibility of those damages.

11.4 Mitigation: Each party will take reasonable steps to mitigate any claim or loss sustained or incurred as a result of any breach or default of the other party under or in connection with these Terms.

12. TERM AND TERMINATION

12.1 Term: These Terms and your right to access and use the Services start on the Start Date and, unless these Terms are terminated earlier in accordance with the termination provisions set out in these Terms, continue for an initial period of 12 months (Initial Term). Following the Initial Term, these Terms will automatically continue for further periods of 12 months each (each period a Renewal Period) unless either party gives the other party at least 90 days’ notice before the end of the Initial Term or the then current Renewal Period of its intention to terminate these Terms.

12.2 Termination for cause: Either party may terminate these Terms by giving written notice to the other party with effect from the date specified in the notice, if any of the following circumstances occur or exist:

(a) a party commits a material breach which is not capable of remedy or, if it is capable of remedy, does not remedy that breach within 15 Business Days of receiving written notice from the other party requiring it to be remedied (or such later date as agreed to by the parties);
(b) a party is subject to an insolvency, liquidation, receivership or bankruptcy proceedings;
(c) if a Force Majeure Event occurs for a period of more than 90 days.

12.3 Termination for convenience:
We may terminate these Terms at any time by giving you at least 20 Business Days written notice.

12.4 Consequences of termination: If these Terms expire or are terminated:
(a) you will pay all Fees for all Services provided prior to expiry or termination;
(b) ReticManager will not be required to refund or waive any Fees received or payable as at the date of termination (including any Fees paid in advance), unless you have terminated these Terms under clause 11.2(a), in which case ReticManager will refund any Fees paid in advance on a pro rata basis; and
(c) each party will return (or destroy) the other party’s Confidential Information in a form acceptable to the disclosing party unless the receiving party has a right under these Terms or under applicable law, to retain it, and the receiving party will provide confirmation in writing to the other party once the Confidential Information has been destroyed or deleted (as applicable).

12.5 Accrued rights: Notwithstanding this clause 12, termination or expiry of these Terms for any reason will not affect the rights of either party against the other which accrued before termination or expiry or which may arise at any future time from any breach under these Terms which occurred before termination or expiry.

13. DISPUTE RESOLUTION PROCEDURE

13.1 Dispute notification: The parties will promptly notify each other in writing (Dispute Notice) of differences in opinion and disputes arising out of or in connection with these Terms and will strive to promptly resolve these through good faith negotiations between the parties. Any Dispute Notice must fully describe the nature of, and factual background to, the relevant dispute.

13.2 Referral to mediation: If a dispute notified under clause 13.1 is not resolved within 15 Business Days of the Dispute Notice being given (or any longer period agreed by the parties), the parties will, unless otherwise agreed, refer the dispute to be resolved by mediation in accordance with clause 13.3.

13.3 Mediation: If a dispute is referred to mediation:

(a) the mediation will take place in Hamilton, New Zealand, which may be attended in person, via telephone, or video conferencing;
(b) the mediation will consist of one mediator to be appointed jointly by the parties or where the parties cannot agree on a mediator within 10 Business Days of referring the dispute to mediation, the mediator will be chosen by ReticManager;
(c) the mediator will discuss the matter with both parties (separately or jointly as the mediator may determine) and endeavour to resolve the dispute by agreement;
(d) all discussions in the mediation will be without prejudice;
(e) each party will be responsible for their own costs in mediation and will pay the cost of the mediator in equal shares.

13.4 Right to seek relief: All disputes must be dealt with in accordance with this clause 13 and no party is entitled to bring legal proceedings in respect of a dispute in any court unless the parties have first attempted to resolve the dispute through mediation (or the parties agree otherwise in writing) or the legal proceedings comprise an application for any urgent equitable or other urgent remedy.

13.5 Continuing obligations: Notwithstanding the existence of a dispute, each party must continue to perform its obligations under these Terms.

14. GENERAL

14.1 Publicity: ReticManager may, unless otherwise notified by you in writing, refer to you as its customer (using your name and logo) in proposals to third parties and on our website.

14.2 Notices to be in writing: Any notice, document, request, demand or other communication (Notices) to be given for the purposes of these Terms must be in writing and may be served personally or sent by email to such address for Notices set out for that party in the Order Form, or such other address that a party may notify the other party in writing, from time to Any Notice will be deemed to be received:

(a) when delivered, if delivered personally; and
(b) when the email is sent, if sent by email provided that:

(i) the sender can demonstrate that the email was sent to the correct email address of the recipient; and
(ii) no error message was received by the sender to indicate that the email did not reach its intended destination, however, if the Notice is delivered after 5.00pm or on a non-Business Day, then it will be deemed not to be received until 9:00am on the next Business Day.

14.3 Assignment: You may not directly or indirectly assign, novate, subcontract or transfer all or part of your rights and obligations under these Terms to any person without the prior written consent of ReticManager.

14.4 Waiver: The exercise or waiver, in whole or in part, of any right, remedy or duty provided for in these Terms will not constitute the waiver of any prior, concurrent or subsequent right, remedy or duty within these Terms. No waiver by any party of any provision of these Terms is valid unless it is in writing and signed by an authorised representative of the party against which the waiver is sought to be enforced.

14.5 Severability: If any part or provision of these Terms are held to be invalid, illegal or unenforceable that part or provision will be deemed deleted from these Terms and the remainder of these Terms will continue to

14.6 Relationship of parties: These Terms do not create any relationship of partnership, agency, employment or joint venture between you and us.

14.7 Survival: Termination of these Terms will not affect the provisions of these Terms which are intended to continue, or should reasonably continue, after termination (whether expressly stated so or not).

14.8 Entire Agreement: Unless the parties otherwise agree in writing, these Terms constitute the entire agreement between ReticManager and you in relation to their subject matter.

14.9 Remedies: The remedies set out in these Terms will not be exclusive but will be cumulative and in addition to all other rights and remedies provided by law.

14.10 Governing Law: These Terms, including any Order Form agreed by the parties and any non-contractual disputes arising under the Terms and / or Order Form, are governed by and will be interpreted in accordance with the laws of New Zealand and the parties submit to the non-exclusive jurisdiction of the courts of New Zealand.