Effective 9 October 2013

Part 1. Our agreement with you

1.1 These Internet Services Terms and Conditions apply to all customers of the following Vodafone business Internet services:

• BizNet;
• BizBroadband.
• Ultra Fast Business Broadband (UFBB)
• and Domain Name Hosting services.

1.2 Your agreement with Vodafone comprises of the following parts, which in the event of any inconsistency will apply in the following order of precedence (with the first in the list having greater priority):

• Service Specific Internet Terms and Conditions for Business Customers (these are set out in Part 2 below);
• Standard Internet Terms and Conditions for Business Customers (these are set out in Part 3 below);
• Standard Business Terms and Conditions (these can be found at here); and
• Any Application Form you have completed in relation to your Internet services.

(Collectively the "Agreement")

1.3 Definitions

Other then as defined above, the following definitions shall apply Parts 1, 2 and 3 of these terms:

"Customer Services" means our customer service team who provide support for the Internet services. Customer Services can be contacted on 0508 555 500.

“End User Terms” means the End User Terms which apply between you and your Local Fibre Company (LFC) which relate to the provision (including installation) and use of that part of the LFC’s network which is located on your premises.

"Internet services" means the internet services that we offer pursuant to this Agreement;

"Initial Term" means the minimum term of your Agreement to purchase Internet services from us.

"Vodafone", "we", "us" and "our" means Vodafone New Zealand Limited; "you" means you, our customer.

Part 2. Service Specific Internet Terms and Conditions for Business Customers

2.1 BizBroadband,BizNet and UFBB

BizBroadband / BizNet/ UFBB Speed and Usage Plans

Our Customer Service team will supply you with the Service Description at your request which contains the current list of BizBroadband / BizNet plans, with their specifications and features and a copy of the UFBB Terms and Conditions. The BizBroadband and BizNet Service Description and UFBB Terms and Conditions contain certain additional terms which shall form part of these Service Specific Internet Conditions for Business Customers (and hence for the avoidance of doubt shall form part of the Agreement).

If we amend these plans during the term of your Agreement with us, we will give you 14 days' notice before applying the amendment.

Service performance may be affected by normal limitations in access technology, distance from the exchange and weather.

Your usage is based on the amount of data transferred by or for your service including all traffic sent to and from Vodafone’s servers and any traffic rejected by security software or hardware or otherwise not delivered. All traffic (both download and upload) will be counted toward your usage pack.

A usage meter is provided on the clearnet ISP. This meter gives a guide only to your usage and may not represent all usage at that point in time.

You will be provided with a dynamic IP address. A dynamic IP address can be substituted with a static IP address on request at additional cost. Only one IPv4 address is supported. The IP address is owned by APNIC and ownership is not transferable. We may need to recall address space for administrative purposes, which may require you to update your systems. You may change your static IP address if you need to, but a charge may be made if the old address is blacklisted through actions of you and your users.

Availability of BizBroadband / BizNet/ UFBB

BizBroadband / BizNet are only available to business customers with a Vodafone phone line and calling plan, and are subject to availability.

UFBB plans are only available to business customers as part of a Vodafone packaged service. Available packaged services are set out on our website www.vodafone.co.nz. UFBB is only available in selected areas.

Your Use of BizBroadband / BizNet/ UFBB

BizBroadband / BizNet/ UFBB are provided for your own business use only, and you will not on-sell these services or in any way use them to supply Internet services to a third party. Notwithstanding any other rights that we may have, we may restrict or terminate the supply of BizBroadband / BizNet/ UFBB to you if we believe that you are not complying with this obligation.

In relation to BizBroadband/BizNet Internet services only you are allowed to supply third parties with Internet services as a part of your product or service, where there is added value by you, and where the supply of BizBroadband / BizNet is not the primary purpose of the product or service, nor a substantial part thereof. For the avoidance of any doubt, you are not permitted to supply third parties with UFBB services as part of your product or service.

Unused traffic allowances cannot be carried forward between billing periods.

You may not use your BizBroadband / BizNet/ UFBB username and password at a different service location.

You are responsible for nominating an email address to receive service related messages, and E-mails relating to your account will be sent to this email address. Note that if you initially provide a third party email address, we will not automatically switch to any provided email address, unless you ask us to.

In some cases you may connect via other ISPs through your new access, however all internet usage incurred while your BizBroadband / BizNet/ UFBB is supplied by us is metered and you will be charged for all usage, irrespective of the ISP you connect through.

Charges

Our Customer Service team will supply you with a detailed price list at your request, which contains the standard and non-standard prices for the Internet services. If we amend these charges during the term of your Agreement with us, we will give you 14 days' notice before applying the amendment.

Early termination charges for BizBroadband apply at $24.95 per month of any time remaining on the contract.

Early termination charges for BizNet apply at $49.95 per month of any time remaining on the contract.

Early termination charges for UFBB will be in accordance with the Service Description or product terms for the relevant packaged service they form part of.

BizBroadband / BizNet installation charges are $220.44 or $88.88 if a site visit is not required. Provided however that:

• BizNet can only be supplied in specific regions and all orders are subject to a prior site survey.
• additional installation charges may apply when migrating from an existing broadband plans, to a new BizNet Plan, as service lines do not have uniform capabilities.

Our installation charges cover turning on the Internet service at the designated termination jack point chosen by us at your premises. This will usually be on an outside wall or communications room. We may at our discretion charge the full BizBroadband / BizNet installation fee if you request an alternate location, as well as any fees for the installation of a new or replacement jack point.

We will not charge you for the cost of changing your current plan, if this increases your fixed payments. Otherwise a plan change fee applies

An $8.88 calling surcharge may apply to each supplied service in any month without eligible calling charges. For the purpose of this surcharge, calling is defined as any local, national, international or mobile phone call made from a fixed line and billed in the relevant invoice. Phone calls made with us at your other sites do not qualify for this purpose.

We will provide you with an internet address that will not be blacklisted by SPAM companies or other ISPs. The internet address should be returned in a similar condition. In the event that the IP address is blacklisted while you are using it, you agree to pay additional charges for removing whatever constraints have arisen.

The BizBroadband / BizNet/ UFBB service allows you to use our dial up internet connections for backup purposes. The Vodafone internet nationwide dial in access number is 0867 25327.

0867 numbers may be charged as LOCAL CALLS, when made from a Business phone line or other charging service, such as a Hotel. If local call charges apply to you, they will also appear as a separate charge by your telecommunications provider.

The time spent connected to the Internet using the 0867 backup service is chargeable in addition to any call costs.

GST is payable in addition to all stated prices.

Part 3: Standard Internet Services Terms and Conditions for Business Customers

These terms apply from 9 October 2013 and replace any agreement you already have with us. By using our Internet services or continuing to use our Internet services after 9 October 2013 (if you are already a customer), such use means you accept these terms.

1. Our commitment to you

We will always do our best to make sure that you receive reliable and high-quality Internet services. We cannot however guarantee that our Internet services will always:

• operate free of faults;
• be free from viruses, other harmful programmes or disabling features; and
• be secure or private.

If you do encounter a fault in our Internet services you should contact Customer Services and we will work to restore the service as soon as possible. We will not be responsible for fixing any fault with the Internet services that occurs because of a fault in your equipment or because you have used the Internet services incorrectly or because of any other event beyond our reasonable control, such as problems with the internet or viruses.

From time to time we may temporarily suspend or restrict the Internet services so that we or our suppliers (including an LFC) can carry out maintenance and development work on any network used to provide a Service to you. We will always try to give you as much advance notice as possible.

2. Your responsibilities

Except where we tell you otherwise, you are responsible for providing the telephone line, modem, computer, hardware, software and all other equipment required to use the Internet services. It is your responsibility to keep your systems secure and free of viruses.

In return for us providing the Internet services to you, you agree to:

• pay for all the Internet services that we provide to you (including any additional usage charges) by the due date for payment;
• follow our reasonable instructions about using the Internet services that we may notify you of from time to time;
• use the Internet services in a reasonable and responsible manner and in accordance with our Acceptable Use Policy.
• only use the Internet services for the purposes that they are provided for;
• not use the Internet services in any way that is unlawful (including under any law passed after the date of this Agreement) or offensive or could interfere with our network, any other operator's network or with another customer's enjoyment of our services;
• not use the Internet services to publish or distribute any information, software or other material which is unlawful or which a reasonable person would consider offensive, abusive or defamatory (flaming);
• not use the Internet services to send unsolicited electronic mail to any person for the purposes of advertising or promoting any organisation (spamming);
• not use the Internet services to gain or attempt to gain unauthorised access to any computer systems or in a manner which infringes our rights or the rights of any other person;
• not use the Internet services to knowingly transmit any virus or other disabling feature;
• take all reasonable care to prevent the spread of viruses, or contamination by virus, of any software or hardware operated by any other person;
• assume sole responsibility for monitoring your metered internet usage and addressing any faults or unauthorised usage, that may arise;
• ensure that all personal information that you give us is correct, current and complete and provided in a timely fashion;
• notify us immediately if any of the personal information that you have provided us changes; and
• make sure that anyone else who uses the Internet services that we provide to you also abides by the terms of this Agreement;

You will be responsible for protecting your computer against any virus, unauthorised access or spam. We recommend that you install appropriate firewalls, spam filters and anti-virus software as we do not provide any spam or virus protection with the Internet services (except for the email filtering services described below) and you will be responsible for any additional traffic that may result from any virus, spam or unauthorised access. Therefore, to the extent permitted by law, we accept no liability in relation to any virus, unauthorised access or spam experienced by you. However you are responsible for ensuring the compatibility with the Internet services of, and the support and maintenance of:

• firewalls, spam filters, anti-virus and other software; and
• modems and other hardware and software.

You will indemnify us against all liability, losses and costs that we incur:

• through your failure to do any of the above;
• through your failure to perform any other obligation that you have under this Agreement; or
• as a result of any claim made against us by a third party as a result of your use of the Internet services, including as a result of material that you generate or disseminate by using the Internet services.

3. Provision of email services

We will always do our best to deliver your email to the destination to which it is addressed whenever this is reasonably possible.

Email identified as being from recognised senders of spam will be automatically blocked from delivery to your mailbox. Other email likely to be spam will be filed in a separate folder in your mailbox which can be viewed via WebMail ("Spam Folder"). We will delete all emails that have been in your Spam Folder for longer than 3 days and we will not be liable for any loss or damage that you may suffer as a result of such deletion. Accordingly we strongly recommend that you regularly check your Spam Folder.

We do not guarantee our email service will:

• detect all unsolicited "spam" email received by your mailbox;
• not classify valid email that you receive as spam; or
• be real time i.e. there may be a delay between sending and receiving email.

We will retain ownership of any email address that is allocated to you as part of our provision of the Internet services. If this Agreement is cancelled, we may allocate that email address to another customer.

4. Our charges and services

You can obtain a free copy of information about our current Internet services and charges by calling Customer Services or by visiting our website.

From time to time we may decide to revise some of our charges. We will give you 14 days' notice before doing so.

Revisions to charges are usually implemented at the start of the next monthly billing period. Please note that:

• if you change from one pricing plan to another, any revision to the monthly fee for the new plan will take effect from the start of your next monthly billing period;
• where a service is commenced, terminated or amended part way through a monthly billing period, then any pre-paid fixed usage charges shall be non-refundable;
• where a service is commenced, terminated or amended part way through a monthly billing period, then any metered usage based charges shall be pro-rated to the nearest day.

Additional charges may be applied in the following circumstances:

• where the service is non-standard or bespoke;
• where we need to pass on cost increases from our suppliers;
• where you use an attached dial-up plan, or use the internet while overseas; and
• we reserve the right to charge a monthly maintenance fee if you do not connect to the internet using the Internet services for 6 months or more.

From time to time we may amend or discontinue our Internet services and/or our packages of Internet services (even if an Initial Term applies to those Internet services). Where we do this we will endeavour to give you advance notice of this. If we discontinue an internet service or a package of Internet services we will endeavour to move you onto the internet service or package of Internet services that we consider are most similar to the internet service or package of Internet services that we are currently providing to you.

Where the provision of an internet service is dependent on a third party providing Internet services to us, we may not be able to provide that internet service or we may need to terminate that internet service if the third party is unable or unwilling to provide the Internet services to us. Where this occurs we will provide as much notice as we are reasonably able and will endeavour to provide alternative Internet services to you.

Where you do not agree to the changed internet service or package referred to above, or us moving you onto another internet service or package, then except in the circumstances set out in the next paragraph but notwithstanding anything else in these terms you may cancel that internet service or package within 5 working days of receiving our notice.

Notwithstanding the above, we are free to choose the manner in which and the technology by which we provide an internet service. Where we change the manner or technology by which we provide an internet service this shall not be a reason for you to terminate the internet service, provided that the internet service itself remains materially similar.

While we will endeavour to make Internet services available to you where we can, not all Internet services will be available to all customers and not all Internet services will be available in all areas.

5. Paying your bill

Please refer to our standard Business Terms and Conditions for our terms relating to paying your bill and any disputed account. Please note that if your account is overdue, we may:

• suspend any of the Internet services that you have asked us to provide;
• charge you any temporary disconnection charge; and
• continue to charge you any fixed monthly charge applicable for those Internet services during the period of suspension.

We will send your bills and any other notices to the latest postal address or to the latest email address that we have allocated to you as part of the Internet services we provide. It is important you tell us straight away about any change to your postal or email address. You can do this by contacting Customer Services.

6. Changing service provider

You acknowledge that where you are changing service provider:

• if we are your new service provider we will only provide those Internet services agreed with you, and if there are some services we cannot provide, you will need to ensure these will continue to be provided to you by your previous service provider;
• there may be consequences (such as changes in price or availability of service) with your previous service provider for services still provided by it;
• you remain subject to the terms and conditions of use of your previous service provider for services provided by it and you will remain liable for all charges that you owe to it, including unbilled charges and termination charges; and
• we may charge you on behalf of your previous service provider for any services provided by it that it has not previously invoiced you for.

7. Ending your Agreement with us

An Initial Term may apply for some or all of the Internet services that you subscribe to from us. We will tell you when this applies.

Unless an Initial Term applies to an internet service, you may ask us to stop a particular internet service or cancel this whole Agreement at any time and for any reason by giving us 30 days' notice. If an Initial Term applies to a service you may stop that service at the end of the Initial Term or at any time after the Initial Term, in the same way as you are entitled to stop any other internet service. (Any cancellation by you before the end of an Initial Term will not be effective until the end of the Initial Term unless we have agreed with you otherwise.) Any allowable cancellation can be made by contacting Customer Services.

We may stop or suspend a particular internet service or cancel this whole Agreement at any time without telling you if:

• you do not pay for any of our Internet services by the due date shown on your bill;
• you give us incorrect information;
• you have not given us a deposit we have asked for; or
• we consider that you have not complied with these terms and conditions, including your obligations under clause 2 above.

We may stop or suspend a particular internet service or cancel this whole Agreement (even where an Initial Term applies to any internet service(s)) at any time and for any other reason so long as we have tried to tell you in advance.

We may stop providing you with an internet service without telling you if you do not use the internet service for at least 6 months (even where an Initial Term applies for that internet service). If either of us cancels this Agreement for any reason you will:

• be liable for any applicable disconnection and early termination fees, unless you are terminating because we have changed an Internet service;
• still have to pay for all Internet services that we provide to you up until the effective date of cancellation;
• pay any fixed monthly charges until the effective date of cancellation or the end of your current billing period (whichever is later), unless you are terminating because we have changed an internet service; and
• If you continue to use our Internet services after this Agreement is terminated then our charges shall still apply until the use ceases.

If you seek to cancel an internet service then we may also choose to stop the internet service immediately but still charge you for it until the end of your current billing period or until the effective date of cancellation (whichever is later).

In some circumstances, terminating one internet service may result in us terminating some or all other Internet services that we provide to you.

You agree that clauses 2, 7,8, 12 and 13 will survive cancellation of this Agreement.

8. Collecting and using information about you

You agree to ensure that all information you give to us is correct and complete.

In addition to the terms set out here, in the event that you are an individual, our Privacy Policy will also apply to the collection of your personal information. We will also comply with our Privacy Policy in dealing with any personal information provided by you via the Internet services.

You agree that we may monitor and/or record calls made between you and Customer Services for the purpose of maintaining and improving the quality of our service.

You may ask to see information that we have about you and you may ask us to correct any errors. You can do this by contacting Customer Services.

9. Security and your account

Where we allocate you a password or a security code to use in connection with the Internet services or to access your account information, then you will be solely responsible for maintaining security around that password or security code. You must change the password at regular intervals and at any time we request you to. You will notify us as soon as possible if you become aware of any misuse or breach of security in relation to your password.

You will be liable for any use (authorised or unauthorised) of the Internet services by any person using the password allocated to you, including any charges associated with that use.

10. Personal Properties Securities Act 1999 (PPSA)

You may require us to provide certain equipment to you to enable you to use the Internet services provided to you. If we provide any equipment to you, you agree that:

• you will not sell, lease, dispose of, or allow any other person to take a security interest in the equipment; and
• where the equipment has a total value in excess of $1,500 we can register a financing statement on the Personal Property Securities Register (PPSR) to reflect our interest in the equipment.

Where we exercise our right to register a financing statement, you also agree to:

• provide us with such information as we reasonably request to enable us to register a financing statement on the PPSR;
• inform us immediately in writing if you intend to change your name, address or contact details; and
• to the extent permitted by law you waive your rights under Part 9 (Enforcement of Security Interests) of the PPSA.

11. Installed services

The types of installation services for Internet services that we perform include:

• Service Line installation;
• Broadband partial installation on a service line;
• Broadband full Installation on a service line;
• Sundry premises wiring tasks;
• Customer equipment setup; and
• Sundry installation services.

The installation services listed above are examples and may not be provided for all Internet services.

If we are providing Internet services to you that require equipment to be installed or connected in your business premises (whether installed or connected by us or another service provider or our contractor), the terms set out below will apply:

(a) Installation

We will arrange a time with you to install the Internet services at your business premises. If your business is located in rented premises then you agree to ensure that your landlord is happy for us to install our Internet services at those premises. Where we attend at your business premises at the arranged time and are not able to gain entry we may charge you for that attendance.

We may require you (or your nominated agent) to provide us with proof of identity before commencing work. Once we have finished work we may ask you to confirm that the installation has been completed to your satisfaction.

You must pay for all costs of installation, including any additional costs resulting from non-routine installations. We will try to tell you in advance if any additional costs will be payable.

We reserve the right not to connect Internet services to your business for any reason including where Vodafone considers it uneconomic or unsafe to do so. We may exercise this right at any time even if we have accepted your application for Internet services.

We do not warrant that any equipment sold separately via a Vodafone online or retail store will fully interoperate or be fully compatible with the Internet services.

(b) Use of services

You may only use our installed Internet services at the location where we have installed them. If you move business premises and your new address is in our connectable area then you can ask us to install our Internet services at that address.

(c) Caring for our equipment

We will remain the owner of any equipment that we locate at your business premises to enable you to use the Internet services. We will remain the owner of this equipment at all times, even after cancellation of this Agreement. You will not do anything that affects or is likely to affect our ownership rights in the equipment. We can at any time, replace or change any part of the equipment so long as the Internet services are not unreasonably interrupted.

We will always do our best to make sure that our equipment remains in good working order. We cannot guarantee that our equipment will never break-down, but if you do encounter a problem then please contact Customer Services and we will repair or replace any defective item as soon as possible. In return for allowing you to use our equipment, you agree to:

• follow our reasonable instructions about use of the equipment;
• not tamper or interfere with our equipment (including introducing any viruses or disabling mechanisms into our equipment). (Please contact Customer Services before carrying out any business premises renovations);
• contact Customer Services if the equipment is lost, stolen or damaged;
• take responsibility for repairing or replacing any item of equipment that is lost, stolen or damaged while under your control. (We recommend that you cover this risk under your insurance policy);
• give our personnel safe access to your business premises so that they can install, maintain and/or disconnect our equipment or for any other reasonable purpose; and
• return any equipment you rent from us when you terminate or we stop providing the rental service, unless we agree otherwise. If you don't return the equipment, we may continue to charge you rental for it.

We may at any time and for any reason ask you to return some or all of the equipment that we have located at your business premises. If you do not exchange or return it to us when we ask, then we may bill you for the standard replacement charge for the item in question.

You are solely responsible for maintaining your equipment, unless we have an agreed maintenance or support contract.

12. Our liability to you

Please refer to our Standard Business Terms and Conditions for our terms relating to our liability to you. Except as required by law or specifically stated in this Agreement, we:

• make no representations about the suitability, reliability, availability, lack of viruses or other harmful features of the Internet services which are provided "as is" without warranty of any kind, including implied warranties of merchantability, fitness for purpose and non-infringement of the rights of any third party; and
• are not responsible in any way for the content or quality of the material that you obtain from the internet as a result of your use of the Internet services.

13. Liability of third parties to you

Except as required by law or otherwise set out in the End User Terms, the following people will not be liable to you for any reason:

• our employees, contractors and representatives;
• other network operators who use our network and allow us to use their networks, and their employees, contractors and representatives; and
• any person who provides any service which is part of our Internet services, and their employees, contractors and representatives.