Terms and Conditions - NZ

1. How the contract is formed between us: The technical steps required to create the contract between you and us under these Terms are as follows:
   
   1. Orders and Accounts: You place the order for your products and services on the Website (or for CellAED for life^TM through our Website or through our reseller acting as agent for Rapid Response Revival) by completing the order process. When buying from us you will receive an order confirmation and an email confirming your order. You will be guided through the process of placing an order when buying from us by a series of simple instructions on the Website. To place an order, you will be required to provide some compulsory personal information. You confirm that all information and details provided by you to us are true, accurate and up to date in all respects and at all times.
      Opening an account: At the conclusion of placing your order with us you will be provided an option to create an account. This will enable you to login at any time and check your order status.
      When you create an account with us we will ask you to use passwords or other means to allow you to access certain areas of the Website and/or to maintain your account security. It is your responsibility to maintain the confidentiality of your password and account information. We will not be liable to any person for any loss or damage which may arise as a result of any failure by you to protect your password or account. If you become aware of or suspect any unauthorised use of your password or account, please contact us. If we are suspicious of any fraudulent activity coming from your account, we reserve the right to refuse you access to your account and can delete the account.
   2. Acknowledgement or order: We will send you an order acknowledgement email as soon as your order is placed detailing the products or services you have ordered. These emails do not constitute our acceptance of your order but they are an acknowledgement that we have received your order. We will assign an order number to your order and tell you what it is when we send you the order receipt confirmation. It will help us if you can tell us the order number whenever you contact us about your order.
   3. Payment: For most products sent directly from our warehouse and for services, your credit/debit card or bank account will be charged when your order is placed. If the product is being delivered direct to you from a third party supplier, for instance in the case of our resellers providing it to you, you may be charged at any point between confirmation of your order and despatch. The exact timing of this will vary according to supplier and the product or service you are ordering.
      
      1. Currency: Purchases will be made in New Zealand Dollars. International credit card providers or banks will determine the exchange rate and may add an additional processing or administration charge in relation to payment which international credit card holders will be liable to pay.
      2. Payment method: During the checkout process, you will be asked to enter your payment details. Where you are using either credit or debit card, by completing your payment details you confirm that the credit or debit card being used is yours. All fields indicated as compulsory must be completed. We may collect and store your information, using an encrypted secure payment mechanism. All card payments are subject to authorisation by your card issuer. We take full payment immediately for all orders except for certain CellAED for life^TM membership services (see section 6. CellAED for life^TM Terms below) which may be payable by instalment (in which case we take a single instalment upfront).
   4. Order acceptance and completion: Unless we have notified you that we do not accept your order, order acceptance and the completion of the contract for products or services between you and us will take place on the despatch to you of the products ordered (or for services on our confirmation of acceptance of your services order).
   5. Despatch confirmation: For items being delivered to you, when your product is shipped from our warehouse, we will send you a despatch confirmation email. If your order is despatched in more than one package, you may receive a separate despatch confirmations for each package and each shipment confirmation and corresponding despatch will conclude a separate contract of sale between us for the products specified in that despatch confirmation.
2. Our right to reject or not accept orders:
   1. We have the right to reject or not accept any orders or part of any orders. Our non-acceptance or rejection of an order may be a result of one of the following:
      1. the product or service you ordered being unavailable from stock or no longer supplied;
      2. our inability to obtain authorisation for your payment;
      3. the identification by us of a pricing or product or service description error; or
      4. you not meeting the eligibility to order criteria set out in these Terms.
   2. If we have taken payment prior to non-acceptance or rejection of your order then we will refund you what you have paid to us, but please note that it can take up to 30 days to process your refund including for the bank to transfer the funds to you.
3. Your rights to make changes to orders: You cannot terminate, cancel or otherwise amend an order without our prior written consent. If you wish to make a change to your order please contact us at Contact Us We will let you know if we agree to the change. If we agree to the change we will let you know about any changes to the prices of the product or service, the timing of supply or anything else which would be necessary as a result of your requested change. We reserve the right to not allow you to make changes to your order. If we accepted your amended order, there may be changes to your delivery timescales and/or the price you pay for the product(s) or service(s). Where this is the case, you will be shown the current selling price along with the relevant delivery options and their cost on the day you amend your order and will have the option to either confirm the amendment(s). You will need to give us at least 3 clear business days’ notice (not including the date of delivery) before there is any amendment to your agreed delivery date or location. Changes may incur a fee.
4. Age restricted goods: We do not sell products or services for purchase by children. If you are under 18 you must not purchase our products or services. Your parent or guardian may purchase them. If you are placing an order for an item that by law is age-restricted, then by completing the check out process you are also confirming to us that you are of at least the legal age required to purchase the product or service. You further acknowledge and consent to us taking steps to verify your age by reference to publicly-available third-party sources. We reserve the right not to supply any age-restricted product or service where we reasonably believe that you are below the relevant minimum age. All age-restricted goods must be received by a person who is at least 18 years old at the time of delivery or handover. We may require this regardless of the relevant age limit for the age-restricted product or service. We have the right to request proof of age identification from you if your order contains age-restricted goods or services, and we are unsure that you are at least 18 years old at the point of delivery or at the point of handover/supply. If you are asked for proof of age identification and are unable to provide us with any, we have the right to withhold the delivery or collect the order.
5. We may place limits on numbers ordered or suspensions: We have the right to limit the number of a given item that can be bought by an individual customer if we think it appropriate. We also reserve the right to suspend your account and any associated accounts and contact you if we notice an unusual pattern of returns activity or there is other suspicious activity associated with your account or any associated accounts. In the event that this happens you will receive an email notifying you of this.
6. Delivery costs are payable and we are not responsible for delivery delays caused by others: You are responsible for the payment of the costs of delivery (if any charged by us) which are displayed on our Website. To the maximum extent permitted by applicable law, we have no liability for any delay or failure to deliver products or services if the delay or failure is wholly or partly caused by circumstances beyond our control.
7. You will need to pay applicable taxes: Delivery of the products or services may be subject to applicable taxes which will be applied to your order. We have no control over taxes that apply and they can change. You will be responsible for payment of any such taxes, including goods and services taxes, which will be notified to you and included as part of the pricing for your order.
8. We may send electronic sales invoices: You consent to receive our sales invoices electronically.
9. What will happen if you do not give required information to us: We may need certain information from you so that we can supply the products or services to you, for example, your contact details, or the applicable language for the product or service. If so, this will have been stated in the description of the product or service on our Website or otherwise notified to you. We may contact you to ask for this information, if it has not been provided by you in the order. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract or make delivery of the ordered products or services subject to an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the products or services late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it or if you give us incomplete or incorrect information.
10. You get title to the products only after payment in full and the risks for the products passes to you on despatch: All products ordered will remain the property of Rapid Response Revival until we have despatched them to the address specified by you or they have been collected by you from us or our reseller and they are paid in full. If your payment (whether full amount or the first or subsequent instalments in the case of items purchased by instalment) is not received in full and you have already received the products you ordered from us, then you must pay for in full or return those products to us in accordance with our return instructions. Legal and equitable title in and to the products will not pass to you until we have received payment in full for the products. All returns must be in the same condition that you received them at your own expense. If you do not do this within 30 days of your order being cancelled by us or being requested by us to do so, then we have a right to collect the products or arrange for collection of the products at your expense. We have the right to charge you for any and all non-return of or damage to (or other adverse interference with) any products that are the subject of an unpaid order or to be returned. All risk in and to the products purchased will pass to you when the products are loaded at our warehouse for delivery to you.

1. Products may vary slightly from the pictures on our Website: The images of the products and packaging on our Website are for illustrative purposes only.
2. Descriptions and prices: We have taken reasonable precautions to try to ensure that prices quoted on the Website are correct and that all products and services have been fairly described. However, when ordering products or services through the Website, please note that:
   1. orders will only be accepted if there are no material errors in the description of the goods or services or their prices as advertised on this Website;
   2. all prices are displayed in New Zealand Dollars inclusive of GST where applicable unless expressly indicated otherwise;
   3. packaging may vary from that shown on the Website;
   4. weights, dimensions and capacities shown on the Website are approximate only;
   5. whilst we try to display the colours of our products accurately on the Website, the actual colours you see will depend on your monitor and we cannot guarantee that your monitor's display of any colour will accurately reflect the colour of the product on delivery;
   6. all items are subject to availability. We will inform you as soon as possible if the product(s) or service(s) you have ordered are not available and we may offer alternative product(s) or service(s) of equal or higher quality and value; and
   7. to the maximum extent permitted by applicable laws we are not responsible for any statements, representations or promises made by any resellers to you that is false, misleading or deceptive which we did not expressly prior authorise or permit or which is inconsistent with the information on this Website or in product and services materials which we prior approved or for any other unlawful conduct by any reseller (including any failure of a reseller to disclose a material fact of a kind prescribed by applicable law that the reseller knows or ought reasonably to know should be disclosed to you)
3. Changes to our products and services: We have included a description of our products or services on our Website but we may make changes to the products or services from the specification set out on our Website at the time you make your order. Such changes may be required to reflect changes in applicable laws and regulatory requirements relating to the sale of medical devices and related services or to implement technical adjustments and improvements or to respond to market requirements.
4. Services to access data on CellAED^® device: Where you and we agree, and subject to compliance with applicable privacy laws, we may on request provide a service which allows you or your permitted nominee to access event data collected by CellAED^® device when deployed on an individual in responseto a sudden cardiac arrest. Access may be provided on payment of our then current data access fee and subject to our obtaining the relevant consents.

1. Refunds and warranties: We will only give a refund for products or services ordered by you in accordance with your legal rights.
   
   1. For New Zealand Consumers: To the extent that the Consumer Guarantees Act 1993 (CGA) applies to our goods and services, these guarantees may only be excluded by us as permitted under that Act. To the extent our goods and services are acquired for business purposes, to the fullest extent permitted by law, and solely to the extent it is fair and reasonable to do so:
      1. the CGA and any provisions in relation to consumer contracts or standard form consumer contracts contained in the Fair Trading Act 1986 (FTA) shall not apply to the supply of our goods and services; and
      2. the parties agree to contract out of sections 9, 12A, 13, 14(1) of the FTA.

      You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.

      Subject to any rights that you may have under the New Zealand Consumer Law, you may be required to bear the expense of claiming under this limited warranty, including the cost of returning the products to us. In case of a defect, cease using the product and contact us. In the event of a warranty claim being made, Rapid Response Revival and you will each bear its own expenses in relation to the preparation and assessment of any warranty claim.

   2. 24 month limited warranty: Without limiting consumers’ rights, if you purchased your products from our Website or from authorised resellers located in New Zealand or Australia, the warranty for them is provided by RRR International Pty Ltd ACN 631 593 470 of 126 Bonds Road, Riverwood NSW 2210 Australia (Australian phone: 1300 859 903). We warrant our products against defects in materials and workmanship under ordinary consumer use for 24 months from the date of original manufacture. During this warranty period, if a defect arises in the product, and you follow the instructions for returning the product, we will at our option, to the extent permitted by applicable law, either:
      
      1. replace the product with a new or repaired product that is equivalent to the product to be replaced; or
      2. refund to you all or part of the purchase price.
      For services provided by us, for any failure in such service, we may choose at our option to re-supply the service or refund you proportionately the amount you paid to us for it for the failed portion of the service.
      These limited warranties apply, to the extent permitted by applicable law, to any repair, replacement part or replacement product or service for the remainder of the original warranty period or for ninety days, whichever period is longer. All replaced parts and products for which a refund for a good is given will become our property. This limited warranty applies only to products or hardware components of the product that are not subject to accident, misuse, neglect, fire or damage from other external causes, alteration, repair, or commercial use. The warranty is void if unauthorised or unqualified persons attempt to make any repairs or modifications.
      Subject to any rights that you may have under the CGA, you may be required to bear the expense of claiming under this limited warranty, including the cost of returning the products to us. In case of a defect, cease using the product and contact us. In the event of a warranty claim being made, Rapid Response Revival and you will each bear its own expenses in relation to the preparation and assessment of any warranty claim
2. Process for returns which are authorised including under the CellAED for life^TM membership service scheme for replacement of CellAED^® devices: For specific instructions about how to obtain warranty service for your products or your replacement CellAED^® device under the CellAED for life^TM membership service scheme, please contact us at Contact Us In general, you will need to deliver your product to be replaced or refunded in either its original packaging or in equally protective packaging to the address specified by our customer service team. Before you deliver your product for a warranty, refund or replacement service, you must inform us by contacting us at contact-us and, where we agree to accept the return, obtain from us a return authorisation number which we will issue to you and you must then arrange its delivery to us and include a reference to that return authorisation number in the return package. We will pay the return delivery charges if you are a CellAED for life^TM member (where you are current and have no overdues on your member fees), otherwise you will need to pay the costs to deliver the CellAED^® to be returned to us.
   
   1. All new products returned (where we agree to their return) must, when received by us, be in their original re-saleable condition.
   2. You must return the products to us as soon as possible (and in any event within 30 days after) obtaining the return authorisation number from us.
   3. Except for returns of a CellAED^® provided under and in accordance with the CellAED for life^TM membership service scheme, we may deduct from any refund a reasonable fee for any excessive handling and costs including for the disposal of the product’s original packaging.
   4. You are responsible for any loss or damage to returned products before they are received by us (except where caused by us), the costs of which will be deducted from any refund made to you.
3. Process for damaged or incorrectly supplied products: You should check all products you receive against your order. If the products you receive are damaged or incorrectly supplied on delivery then you must note the details of any damage or error in supply on the delivery documentation or if you are unable to view the items on receipt, you must inform us (by post, phone or email only) within a reasonable period of time and in any event within 30 days after receipt. You must follow the process set out in paragraph b above and return the products to us as soon as possible (and in any event within 30 days after obtaining the return authorisation number) after informing us that the products are damaged or have been incorrectly supplied. We may offer you a replacement product and any refunds given by us will be made to the debit/credit card account or bank account (as applicable) provided when you placed your order and will be subject to our right to withhold amounts for products which are damaged on return or for which we arrange collection.
4. Our disclaimers and limits of liability: Except as expressly stated in these Terms and to the maximum extent permitted by applicable law:
   1. we are only responsible for losses that are a natural, foreseeable consequence of our breach of these General Terms and Conditions of Sale;
   2. we will not be liable to you if we are prevented or delayed from complying with our obligations under these General Terms and Conditions of Sale by anything you (or anyone acting on your behalf) does or fails to do or due to events which are beyond our reasonable control;
   3. you must follow any advice we give you to keep products we supply to you safe (including any instructions or product manuals provided with the products and we do not accept liability for loss or damage to products we have supplied which is caused by your failure to follow this advice;
   4. we will not be liable for any losses which are indirect, special, incidental or consequential damages or which are related to any business of yours including (without limitation) lost data, lost profits, lost revenues or business interruption;
   5. we exclude all representations, warranties, conditions and terms (whether express or implied by statute, common law or otherwise);
   6. we accept no liability for any losses or damages which are not reasonably foreseeable arising out of or in connection with these Terms and Conditions of Sale or your use of the Website;
   7. The warranties and remedies set out in these Terms are exclusive and in lieu of all other warranties and remedies including but not limited to warranties of merchantability, fitness for a particular purpose or against hidden or latent defects; and
   8. if we cannot lawfully disclaim statutory or implied warranties then to the extent permitted under applicable law all such warranties are limited in duration to the duration of the express limited warranties set out in these Terms and to:
      1. for products: a repair or replacement service; or
      2. for services: the resupply of the relevant service.
      
      Nothing in these Terms and Conditions of Sale limits or excludes any other liability that we are not permitted to limit or exclude under applicable law or excludes, restricts or modifies any right or remedy you may have under the New Zealand Consumer Law or otherwise to the extent that such right to remedy cannot be excluded, restricted or modified. The limited warranties set out in these Terms are not transferable and are void on your sale or resale of the Products outside New Zealand (as the country of original purchase). This limited warranty gives you specific rights only. You may have additional rights under applicable law including the New Zealand Consumer Law, and this limited warranty does not affect such rights.

1. Intellectual Property: We are the owner or licensor of all intellectual property rights in connection with the products and services (RRR IP) on our Website. Nothing in these Terms grants any licence to any RRR IP to you or any other person. You must not:
   1. copy, reproduce in any way, alter, modify, adapt, decompile or reverse engineer, circumvent, remove, alter, deactivate in the whole or any part the products or services;
   2. insert any code or product or manipulate the products or any part of our Website in any way or use any data mining, data gathering or extraction method; or
   3. upload, post, e-mail or otherwise send or transmit any material designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with us, including any software viruses or any other computer code, files or programs.
2. We may transfer our contract with you to someone else: We may assign, transfer, novate or sub-contract any of our rights and obligations under these Terms to another organisation and you consent to that in advance. We will tell you in writing if this happens and we will ensure that any of those dealings by us will not affect your rights under any contract between us.
3. You need our consent to transfer your rights to someone else: You may only transfer your rights or your obligations under these Terms to another person if we agree to this in writing. We may not agree. You should be aware that unless you tell us in writing (by contacting us at contact-us that you have given your CellAED for life^TM membership or CellAED^® device to another person and we agree that you are no longer responsible for them, then you are responsible for all costs arising from the use of the CellAED for life^TM membership or CellAED^® device, including, without limitation, ongoing payment charges or returns and delivery obligations under these Terms.
4. Nobody else other than Rapid Response companies has any rights under these Terms: This contract is between you and us. No other person other than a Rapid Response Revival group member will have any rights to enforce any of these Terms. Neither of us will need to get the agreement of any other person in order to end the contract between us or make any changes to these Terms.
5. Effect of termination: Termination or expiry of these Terms and any contract between us made under them will not affect any rights, remedies, obligations or liabilities of any person that has accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach which existed at or before the date of termination or expiry. The provisions of these Terms and any such contract which, by their nature, are intended to survive will survive termination or expiry including the express representations, warranties and indemnities, confidentiality obligations and payment obligations, choice of law and jurisdictions provisions.
6. Which laws apply to this contract and where you may bring legal proceedings: These Terms and any contract between us under them are governed by the laws of New South Wales, New Zealand and subject to the non-exclusive jurisdiction of the New South Wales, New Zealand courts. Each of us agrees to the non-exclusive jurisdiction and venue in these courts. The United Nations Convention on Contracts for the International Sale of Goods, and any local laws implementing the Convention on Contracts for the International Sale of Goods, do not apply to these Terms or any contract between us under them.
7. If a court finds part of the contract between us or these Terms illegal, the rest will continue in force: Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
8. Even if we delay in enforcing any contract between us or these Terms, we can still enforce it later: If we do not insist immediately that you do anything you are required to do under these Terms or any contract between us, or if we delay in taking steps against you in respect of your breaching the contract or these Terms, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date for those things.
9. Entire Agreement: These Terms and the contracts between us made under them govern our relationship with you. Any changes to these Terms must be in writing and signed by us. You confirm that, in agreeing to accept these Terms, you have not relied on any representation save insofar as the same has expressly been made a term of these Terms and you agree that you shall have no remedy in respect of any representation. Your statutory rights are not affected by these Terms. Nothing in these Terms shall limit or exclude our liability in respect of any liability which cannot be limited or excluded under applicable law.
10. Updates to these Terms: We may update or amend these Terms and Conditions of Sale from time to time to comply with applicable law or to meet our changing business requirements without prior notice to you. Any updates or amendments will be posted on the Website.

As at the Effective Date of these Terms, collectively, as applicable, these CellAED for life Membership Terms govern the CellAED for life^TM membership service scheme for the CellAED for life^TM service.

1. Customers buying a CellAED^® device and CellAED for life^TM membership service directly from Rapid Response Revival – what is included in these CellAED for life^TM Terms: Where you purchase a CellAED for life^TM membership service with your CellAED^® device from Rapid Response Revival (that is, directly in the Rapid Response Revival store and not from one of our resellers), then these CellAED for life^TM Terms additionally apply as well as:
   
   1. the Website Terms of Use at CellAED Website Terms of Use and Rapid Response Revival Website Terms of Use and;
   2. the Privacy Notice and Cookie Policy at CellAED Website Privacy Policy and Rapid Response Revival Website Privacy Policy and
   3. the General Terms and Conditions of Sale – New Zealand above,

   collectively, the CellAED for life Terms.

2. Customers buying through resellers a CellAED^® device and CellAED for life^TM membership service - what is included in these CellAED for life^TM Terms:Where you purchase your CellAED^® device from a reseller of Rapid Response Revival and you buy a CellAED for life^TM membership service at the same time through them (that is, you are not buying both the product and the service directly from Rapid Response Revival through its store), for the part of your purchase that is the CellAED for life^TM membership service, the reseller is selling the membership service as a commission agent of Rapid Response Revival. The terms and conditions that apply to your purchase of the CellAED^® device and other products from the reseller are those provided to you by the reseller. The terms and conditions that apply to your purchase of the CellAED for life^TM membership service are these CellAED for life^TM Terms which consist of the following:
   
   1. the terms and conditions set out in this section 6 CellAED for life^TM Terms; and
   2. the Website Terms of Use at CellAED Website Terms of Use and Rapid Response Revival Website Terms of Use; and
   3. the Privacy Notice and Cookie Policy at CellAED Website Privacy Policy and Rapid Response Revival Website Privacy Policy and ;
   4. the sections of the General Terms and Conditions of Sale – New Zealand above referring to services including sections 4 and 5,

   collectively, the CellAED for life Terms.

3. Amendment of these CellAED for life^TMTerms.These CellAED for life^TM Terms may be amended at any time by Rapid Response Revival and the current version will be displayed on the Website or provided to you by notice to your member account dashboard or by email to the last email address which you provided us.
4. Acceptance by you of these CellAED for life^TM Terms:Ordering the CellAED for life^TM membership service is deemed acceptance of these CellAED for life^TM Terms by the member (as the terms are amended from time to time).
5. Who is eligible for the CellAED for life^TM membership service: Members of CellAED for life^TM membership service must meet the following criteria:
   1. be resident in New Zealand; and
   2. be either:
      
      1. an individual aged 18 years or over; or
      2. a business customer who is purchasing the CellAED^® device for its own-internal business use and not for resale; and
   3. have an email address; and
   4. purchase the related CellAED^® device at the same time as the first CellAED for life^TM membership service to accompany that CellAED^® device and be the member who is named and registered for that CellAED^® device which is purchased at the same time as the CellAED for life^TM membership service for it.
6. We may reject or consolidate CellAED for life^TM memberships and you must keep us updated as to changes: We may refuse an application for any reason. You may only have one CellAED for life^TM account for each email address. We reserve the right to refuse, merge or close additional accounts at any time. You must keep us informed of any changes to your personal or membership details. We will not be responsible for any loss of benefits resulting from your details being out of date or inaccurate because you did not update them.
7. Minimum duration of CellAED for life^TM membership service, when it starts, Minimum Commitment Amounts and Ongoing Commitment Amounts:
   
   1. Start date: Your membership service will start on the date we ship to you the CellAED^® device for which you have purchased the optional CellAED for life^TM membership service relating to it provided you have provided us with your payment authority for the membership fees and we have received the required payments (Membership Start Date).You will be able to access the digital content from your Membership Start Date. If you order multiple CellAED^® devices in the one order and do not order a CellAED for life^TM membership service for each of the CellAED^® devices ordered, then we will allocate the CellAED for life^TM membership service to the specific CellAED^® devices and let you know which CellAED^® device serial numbers have been allocated to the applicable CellAED for life^TM membership service.
   2. Minimum Commitment Amount: Your membership service has a minimum commitment amount for membership fees which means that you are committed to a minimum payment for membership from the start of the first billing period following your Membership Start Date in order to qualify for the membership service benefits (Minimum Commitment Amount). This is equivalent to the amount payable for twenty-four months of our then current monthly membership fee (such monthly amount as at the Effective Date being NZD$19.26 including any applicable GST (being a total amount for the twenty-four months of NZD$458 including any applicable GST). We may change this amount andsuch change will commence and come into effect for each CellAED^® device for which a CellAED for life^TM membership service is bought on the date that is the latest of the following dates:
      1. when paying by instalments: the date of the commencement of the next billing cycle after the Minimum Commitment Amount is paid in full; and
      2. when paying upfront the whole amount: the date that is the two calendar year anniversary of the date of when we received that upfront payment,
         (the Device Membership Expiry Date).
   3. Automatic renewal and Ongoing Commitment Amount: On each Device Membership Expiry Date, your membership service for it will automatically renew for further minimum commitment amounts (at a price to be notified to you in advance) (Ongoing Commitment Amounts) unless your membership service is terminated in accordance with clause g of these CellAED for life^TM Terms or you provide us with notice that you wish for your membership service for that device to end on the payment of the total Minimum Commitment Amount which we must receive at least 30 days prior to the Device Membership Expiry Date. Your obligation to pay the Ongoing Commitment Amount for each device will begin on the date which is the day after the then Device Membership Expiry Date.
   4. Payments to be made - when due:
      
      1. As a CellAED for life^TM member you are personally responsible for payment to us of the membership fees and any other ongoing payments as they fall due.
      2. As a member, your membership fees are payable for the whole of your Minimum Commitment Amount at the total cost set out at the time you complete your order or which we advise you subsequently in accordance with these Terms.
      3. Your membership fees are due for the whole of each billing period even if your membership is terminated during that billing period (unless you have terminated in accordance with clause g of these CellAED for life^TM Terms.
      4. You will pay us at the time of ordering the CellAED for life^TM membership service (when ordering the CellAED^® device) an amount for the membership service component which will be calculated based on the length of the billing cycle you select when purchasing the membership service as specified in the order (membership fee). You will be charged the membership fee on the commencement of each billing cycle. The exact date on which the membership fee is charged may vary.
      5. Payments upfront or by instalment: For CellAED for life^TM which may be payable upfront for a minimum commitment or in periodic instalments for a minimum commitment, in which case payment is made by:
         1. Single upfront payment: 100% of the total value for a two year membership service duration is payable immediately in its entirety; or
         2. By 24 monthly instalments: one month’s worth of the total two year membership service value is payable immediately and the balance must be paid in twenty-three further equal instalments on each month anniversary of that payment date.
      At the time of signing up for and agreeing to the CellAED for life^TM membership service, you will be asked to choose to pay either the single upfront payment or the first monthly instalment at the time of ordering your each CellAED^® device. The membership service term starts on the date that we despatch your order for the CellAED^® device to you which accompanies the CellAEDfor life^TM membership purchased with it.
      
   5. Membership benefits accrue only if up to date with payments: You will not be allowed access to membership service entitlements if your membership fees remain outstanding. We will collect any outstanding amounts and any charges we incur from late payment through your payment authority (if applicable). If you have a genuine dispute in relation to the collection of outstanding amounts or the charges we incur, please contact us.
   6. Amounts fixed for minimum or ongoing periods: Your membership fees are fixed for the Minimum Commitment Amount. After payment of the Minimum Commitment Amount, if you do not wish to accept an increase in your membership fees you may terminate your membership in accordance with clause g of these CellAED for life^TM Terms. If you do not terminate your membership you will be required to pay any revised membership fees from the date from which the change becomes effective and your direct debit payments or credit card payments will be amended accordingly. All membership fees include goods and services tax (GST). We reserve the right to change your membership fees in line with any government GST rate changes. No pro-rata refunds will be provided to any member that cancel the CellAED for life^TM membership service before the then Device Membership Expiry Date.
8. Termination of membership:
   1. You terminating: After the Minimum Commitment Amount has been paid, you may give us notice to terminate your membership by contacting us at contact-us which we must receive at least 30 days prior to the date of the billing period that you wish to stop the renewal of your membership for Ongoing Commitment Amounts. No pro-rata refunds will be provided to any member that cancel the CellAED for life^TM membership service before the then Device Membership Expiry Date.
   2. We terminating: We may terminate your membership immediately by emailing or writing to you at the contact addresses we have on our records if:
      1. you commit a serious or repeated breach of these CellAED for life^TM Terms; or
      2. any part of your membership fees remains unpaid after falling due; or
      3. you provide us with details which you know to be false when applying for membership or claiming a membership service benefit.
      If we terminate your membership for any of these reasons we may (without limiting any other right or remedy) recover any other reasonable costs and expenses we incur as a result of your breach and to collect the full amount of membership fees for the remainder of the then current billing period, any arrears and any then applicable early termination fee which we tell you about in advance.
      
   3. Membership fees non-refundable: Membership fees paid are non-refundable unless we are required to refund them under New Zealand Consumer Law or other applicable law.
9. Cancelling your CellAED for life^TM membership: You can choose to cancel your CellAED for life^TM membership service at any time by contacting us at contact-us and providing the following information: your name; the date of purchase of your CellAED for life^TM membership service; your order number; and the serial number for your CellAED^® device. This will remove you from any future membership benefits or loyalty communications as we will be unable to deliver rewards and benefits to you except that, by leaving the membership scheme, this will not affect your existing marketing preferences which are separate. We may at our discretion decline to continue the CellAED for life^TM membership service scheme or withdraw or cancel CellAED for life^TMaccounts at any time. We may remove a member from the CellAED for life^TM membership service scheme at any time where a member appears to have breached the CellAED for life^TM Terms. To the extent permitted by applicable law, payments are non-refundable and we do not provide refunds or credits if you cancel your membership during a billing period.
10. Membership entitlements: Your CellAED for life^TM membership service entitles you to the following benefits.
    1. Complimentary replacement CellAED^® device for you and the hero: If subject to the Fair Use Policy set out in clause n of these CellAED for life^TM Terms, your CellAED^® device which is purchased with together with CellAED for life^TM membership is:
       1. either used in the event of a sudden cardiac arrest (and you tell us of that event);
       2. or it reaches the end of its shelf life,
       and your CellAED for life^TM membership is current at the time (and no payments are overdue), then we will replace that CellAED^® device free of charge and, if you let us know also who was the hero that saved a life after sudden cardiac arrest using the CellAED^® device, then we will also give a CellAED^® device to that hero for free and offer the hero the opportunity to buy their own CellAED for life^TM membership for that CellAED^® device. If the hero is under 18, they must nominate their guardian or parent to receive these benefits or another adult.
       A replacement CellAED^® device provided under this CellAED for life^TM membership service benefit will at a minimum have the same or substantially similar features (e.g., a different model with thesame features, or the same model in a different colour) as the original product. If we exchanged the CellAED^® device, then the original product becomes Rapid Response Revival’s property and the replacement product is your property, with coverage effective for the remainder of the CellAED for life^TM membership term.
       Before we despatch any replacement or complimentary replacement CellAED^® device for you or the hero, we will verify that there are no overdue membership fees and we are under no obligation to despatch if they are overdue or have been overdue by:
       3. where paying by monthly instalment, by an amount equal to or exceeding:
          1. one month’s instalment payment; or
          2. if a lower amount, ten percent of the then Minimum Commitment Amount or Ongoing Commitment Amount (as applicable);
       4. where paying by a single upfront payment, by any amount.
    2. Education and Learning Communications: CellAED for life^TM membership will provide you with access to relevant first aid education and learning information provided on a regular basis via either email and or at www.cellaed.io.
    3. Monitoring service: Your CellAED^® device purchased with the CellAED for life^TM membership service will be Internet of Medical Things (IoMT) enabled and, when your device is within a cellular network, it will be periodically connected to a cellular network every 30 days to check the readiness of your device and we will send you email updates about the readiness of your battery and any concerns about the storage temperature of your CellAED^® device. If we observe data outside of our nominated ranges we’ll let you know that too. Most importantly, we’ll remind you when your shelf-life is nearing expiry to confirm the details of your next CellAED^® device delivery so you can ensure you always have a working CellAED^® device ready for use.
    4. Priority replacement service: We’ll reserve your place in the manufacturing queue for your new CellAED^® device and contact you to take delivery before the shelf life expiry of your old one - and you simply return the old one in the same packaging.
    5. Priority support and data access service: You’ll also receive priority support services when you contact us through our customer support services. So contact us anytime 24/7 and we’ll gladly assist the individual and their family after a sudden cardiac arrest using the CellAED^® device. Too often the responder(s) who jumped into action don’t find out the outcome. When the patient arrives in hospital their medical team are starting from scratch with no clear understanding of the heart rhythm or the cause of the arrest. The patient themselves may never know the cause. Each CellAED^® device comes off the manufacturing line and is registered to you via its unique identifier code so that we can directly communicate with you about the data received from your CellAED^® device. If your CellAED^® device is used on an individual in cardiac arrest the data during the event can be captured (such as heart rhythm analysis, number of defibrillation cycles and whether defibrillation was delivered). This data is stored on the device and upon deactivation uploaded to the cloud providing the opportunity for some information to be provided to medical professionals.
       Subject to obtaining relevant consents, on request of the CellAED for life^TM member, we can provide event data collected by the CellAED^® device when used. This may be useful for the medical team to support their clinical decisions or rehabilitation program.
       We will waive our then current data access fee chargeable to non-members for data access.
    6. Assistance with connecting members who are responders and survivor: Subject to obtaining relevant consents, on request of the CellAED for life^TM member, first aid responder and survivor using the CellAED^® device, we will assist you where possible to connect members who are responders or survivors – often considered a valuable step in the rehabilitation journey.
    7. Free shipping and handling: We offer free postage in New Zealand of your replacement CellAED^® device over the life of your membership as well as the management of your unique registration process and device data notification system.
    8. Exclusive member offers: We will provide members with access to special member only offers.
    9. Sneak Peek benefits: Members will be the first to find out about new product and service updates, and will have an opportunity to have a say on future product and services development and priority access to pre-sales offers.
    10. Easy recycling: We are committed to minimising waste and managing recycling efforts for this special medical device. We have specially designed the packaging in which we ship your replacement CellAED^® device so that it can be repurposed to return to us your old CellAED^® device (used or unused).
    
    

    A number of the features of the CellAED for life^TM membership services include access to an online dashboard or account that contains account and device status and other information, access to educational information of Rapid Response Revival or receipt of monthly email or text message notifying you of the details of the relevant CellAED^® device including the battery usage location and any issues we have noticed as to how it may be affected by a variety of factors (such as the speed or bandwidth of your internet connection or your location and features that may be unavailable in all areas or all of the time).

11. Method of payment for membership fees:
    1. You are responsible for paying the full CellAED for life^TM membership fee amounts, either up front or monthly by debit or credit card or bank direct debit.
    2. Where you provide us with your card number or bank account details for payments, a continuous payment authority is set up. You are responsible for advising updates and or changes to details and keeping your membership account current so as to pay membership fees on time.
    3. This means that we will be able to use your payment details to automatically take payments which become due on your membership, such as at your renewal or if any amendments are made to your membership.
    4. This saves you from having to provide us with payment details each time and ensures that your membership continues without interruption.
    5. If you pay your membership by credit or debit card or other continuing payment authority, your existing membership will be automatically renewed on expiry of the initial membership service term (which occurs on payment of the final amount due under the Minimum Commitment Amount or Ongoing Commitment Amount, as applicable) unless we hear from you.
    6. Renewal will include any changes that apply to your membership.
    7. If you do not want to renew your membership you must tell us before the renewal date as set out clause h of these CellAED for life^TM Terms or you provide us with notice that you wish for your membership service to end on the payment of the Minimum Commitment Amount which we must receive at least 30 days prior to the expiry of the CellAED for life^TM membership service for your CellAED^® device for which it was purchased.
    8. If you do not tell us and your membership is renewed, we will continue to deduct the new membership fees from your bank, debit or credit card account.
    9. We will tell you in advance before taking any payments and you can cancel your continuous payment authority at any time by contacting us provided that you have met the then (as applicable) Minimum Commitment Amount or ongoing Commitment Amount.
    10. By accepting the terms of the membership service, you will be agreeing to pay the membership fees.
12. Our communications to CellAED for life^TM members: As a member you will receive loyalty communications relating to your CellAED for life^TM membership service through a number of channels which can include post and email or posting to your account dashboard. These may include exclusive rewards, offers and invitations from us.
13. Transferring your CellAED for life^TM membership service or benefits:
    1. The CellAED for life^TMmembership service is only for personal use by the member registered to the CellAED^® device which is attached to the CellAED for life^TM membership service purchased at the same time with it.
    2. Unless we prior agree in writing, membership is not transferrable to another CellAED^® device or member and the rewards and benefits can only be used by the member who is named and for the CellAED^® device for which the membership service is attached. The CellAED for life^TM membership remains the responsibility of the member, as do any security details relating to the membership account. We will not be held responsible for any loss arising from the member failing to ensure their safe-keeping or updating. You should be aware that unless you tell us in writing (by contacting us at contact-us), that you have given your CellAED for life^TM membership or CellAED^®device to another person and we agree that you are no longer responsible for them, then you are responsible for all costs arising from the use of the CellAED for life^TM membership or CellAED^® device, including, without limitation, ongoing payment charges or returns and delivery obligations under these Terms.
    3. CellAED for life^TM membership cannot be transferred, sold or in any way traded by a member.
    4. Only one CellAED^® device can be used for each corresponding CellAED for life^TM membership fee however, providing the member pays the corresponding membership fee for each CellAED^® device, then the member may order multiple CellAED for life^TMmembership services (that is, one service for each device).
14. Fair Use Policy Conditions of replacement of CellAED^® devices under their related CellAEDfor life^TM membership service:
    1. Rapid Response Revival has adopted this Fair Use Policy to prevent unreasonable or excessive usage of the CellAED for life^TM membership replacement CellAED^® device service.
    2. This Fair Use Policy applies in relation to the use of the CellAED^® device provided by Rapid Response Revival for which the CellAEDfor life^TM membership service is related.
    3. Rapid Response Revival may update the terms of this Fair Use Policy from time to time.
    4. Rapid Response Revival’s replacement of a CellAED^® device for the relevant CellAEDfor life^TM membership service is subject to the following conditions.
       1. The CellAED^® device must only be used in a medical emergency where sudden cardiac arrest is suspected or occurs. You must not use it or permit it to be used for non-emergencies, training or play. Rapid Response Revival has the right, before providing any replacement CellAED^® device, to require evidence that the CellAED^® device was used in accordance with this Fair Use Policy. If such evidence is forthcoming or in Rapid Response Revival’s reasonable assessment is inadequate, then Rapid Response Revival has the right to refuse to replace the CellAED^® device.
       2. The CellAED^® device must not be used by you and you may not permit any person to use the CellAED^® device in a way that Rapid Response Revival reasonably considers to be:
          1. a breach of any law, code or regulatory standard; or
          2. a breach of these Terms; or
          3. endangering the life to safety of any person or which is likely to or could be reasonably likely to endanger any person; or
          4. on any animals; or
          5. in a way that is likely to disrupt the provision of our services.
       3. Where Rapid Response Revival, in its sole discretion, considers that you have breached this Fair Use Policy, we will inform you of the breach and ask you to provide evidence that the CellAED^® device was not used in breach of these Terms or Fair Use Policy.
       4. Rapid Response Revival is under no obligation to provide a replacement CellAED^® device if:
          1. the CellAED^® device is not one for which the CellAEDfor life^TM membership service was purchased or the membership is not current; or
          2. the CellAED^® device was not used or stored in accordance with the instructions for use accompanying the product which we provided with it (or a circumstance exists for example where it would not be reasonable for Rapid Response Revival to replace it – for example, if we advised you that our monitoring of the CellAED^® device indicated that it was being stored in a location or environmental conditions which were outside our recommended temperature range and you did not address that issue); or
          3. the CellAED^® device was tampered with, modified or not used in accordance with the instructions supplied; or
          4. the CellAED^® device had been dropped or suffered damage from physical impact; or
          5. the CellAED^® device has been damaged by a fire or has been damaged by being exposed to excessive heat from direct sunlight or other sources (such as being left in a location or vehicle which caused it to be stored in temperatures outside the permitted ranges which we advise); or
          6. the CellAED^® device has been subject to lightning; or
          7. the CellAED^® device has been subject to a heat or contaminated liquid, causing a failure; or
          8. the CellAED^® device has been submerged in water (i.e. pool, washing machine etc.); or
          9. the CellAED^® device is used as part of a medical or commercial service (i.e. a fire fighting service, ambulance service, nurse, doctor or other medical or urgent care service).
    5. Replacements will not be provided for normal wear and tear; to repair cosmetic damage not affecting the functionality of any product; to conduct preventative maintenance; to replace products that are lost or stolen; to repair damage caused by reckless, abusive, wilful or intentional conduct, or any use in a manner not normal or intended by Rapid Response Revival; to repair damage caused by a product that is not a CellAED^® device or other Rapid Response Revival supplied product; to repair any damage for any CellAED^® device or product with a serial number that has been altered, defaced or removed; or to repair damages caused by fire, earthquake or other external causes.
    6. If there is a breach of this Fair Use Policy, then Rapid Response Revival without prejudice to its other rights and remedies may:
       1. limit, suspend or terminate the CellAEDfor life^TM membership service or benefits; or
       2. refuse to replace the CellAED^® device.
15. Claiming your replacement CellAED^® device after it was used for an emergency or when it expires:
    1. The CellAED^® device can only be replaced only where membership fees are paid, current and none is unpaid in accordance with the above. No cash benefit will be payable.
    2. The CellAED^® device to be replaced following its use in an emergency must be reported to Rapid Response Revival during the membership term. To claim your replacement CellAED^® device, contact us at contact-us You must provide your CellAED^® device serial number. Prior to us providing you with a replacement CellAED^® device or an additional CellAED^® device for the hero you must provide us with all information reasonably requested by us to us in relation to your or their use of your CellAED^® device to enable us to verify that your or their use of the CellAED^® device was in accordance with these Terms and that you are entitled to the replacement or additional CellAED^® device.
    3. Members are entitled to a maximum of two replacement CellAED^® devices within each twelve month period per CellAED^® device purchased with a CellAED for life^TM membership service.