Terms of service
Last updated: 7 October 2026
1. Acknowledgment and acceptance of terms
1.1 These Terms govern your use of the Website, OwlQR Platform and/or Services provided by OwlQR.
1.2 By visiting, accessing and/or using our Website, OwlQR Platform and/or Services, you agree to be bound by these Terms.
1.3 OwlQR may amend these Terms from time to time. Any amended Terms will be made available through the Website and/or OwlQR Platform, and will take effect from the date specified by OwlQR. Your continued use of the Website, OwlQR Platform and/or Services following that date, constitutes acceptance of the amended Terms.
1.4 If we enter into a separate written agreement for the provision of OwlQR Platform and/or Services, the terms of that separate agreement will apply and prevail over these Terms. In the absence of no separate written agreement, these Terms will apply to the use of the OwlQR Platform and/or Services.
2. Definition and interpretation
2.1 Unless otherwise specified, the following definitions apply to these Terms:
- (a) Account means an account with OwlQR to access the OwlQR Platform and/or Services.
- (b) AI Features means any artificial intelligence, machine learning, automated analysis, automated recommendation, generative artificial intelligence or similar functionality made available by OwlQR as part of the OwlQR Platform and/or Services.
- (c) AI Outputs means any content, information, recommendations, analysis, summaries, responses or other outputs generated or produced through the AI Features.
- (d) Amazon Transparency means the product authentication programme operated by Amazon that uses unique product codes to support product authentication and related product information requirements.
- (e) Applicable Law means any law, regulation, rule, code, standard or other legally binding requirement applicable to you, OwlQR, the Website, OwlQR Platform and/or Services, as applicable.
- (f) Business Day means any day other than a Saturday, Sunday, or public holiday (as that term is defined in section 5(1) of the New Zealand Holidays Act 2003) in Auckland, New Zealand.
- (g) Fees means any fees payable by you for the OwlQR Platform and/or Services, as specified on the Website and/or the OwlQR Platform.
- (h) GS1 means GS1, the global standards organisation responsible for developing and maintaining standards relating to product identification, barcodes and related technologies.
- (i) GS1 Digital Link QR Code means a QR code generated or configured using the GS1 Digital Link standard that encodes or provides access to a GS1 identifier and enables a user to access product or other information associated with that identifier through a digital link.
- (j) GS1 Standards means standards, specifications and guidelines developed, maintained or published by GS1 from time to time.
- (k) GST means goods and services tax payable pursuant to the New Zealand Goods and Services Tax Act 1985, at the rate prevailing from time to time.
- (l) Intellectual Property Rights means all intellectual property rights and interests (whether existing in statute, common law or equity) including but not limited to copyright, know-how, trade secrets, trade marks, trade names, domain names, designs, patents and other proprietary rights, recognised or protected by law.
- (m) OwlQR Content means the content we make available on the Website and/or OwlQR Platform, including but not limited to any information, guidance, certifications, certification options, templates or other materials.
- (n) OwlQR Platform means the OwlQR platform.
- (o) OwlQR, we, us, our means OwlQR Limited, New Zealand company number 9385171.
- (p) Personal Information means any information about an identifiable individual.
- (q) Priority Support means the enhanced support services provided by OwlQR if you have purchased a Subscription Plan that includes priority support, under which OwlQR will prioritise and respond to support requests in accordance with the support processes and response times specified in these Terms.
- (r) Services means the services, functionality, features, tools and other services made available by OwlQR from time to time through the OwlQR Platform and/or Website, including but not limited to OWLQR Content, Priority Support, product identification and GS1 Digital Link QR Code generation, integration with Amazon Transparency, product serialisation and traceability, transparency and authenticity verification, watermarked encapsulated postscript, portable network graphics and scalable vector graphics downloads, alerts when a rule that affects your products changes, print ready label artwork, hosted product pages, batch and lot traceability, comma-separated values bulk import and document extraction, scan analytics and audit history, application programming interface and enterprise resource planning integration, multi-factor, global data synchronisation network and electronic product code information services, and/or data management of product information.
- (s) Subscription Plan means the subscription plan selected by you to access OwlQR Platform and/or Services.
- (t) Terms means these terms of service, as amended from time to time.
- (u) Website means https://OwlQR.com.
- (v) you, your means the person or entity visiting, accessing and/or using our Website, OwlQR Platform and/or Services.
- (w) Your Content means any information, data, text, images, documents, product information, product identifiers, certifications, claims, URLs, materials or other content submitted, uploaded, transmitted or otherwise provided by you to or through the Website, OwlQR Platform and/or Services.
3. Access to OwlQR platform and services
3.1 Subject to these Terms and payment of any applicable Fees, we grant you a limited, non-exclusive, non-transferable and revocable right to access and use the OwlQR Platform and/or Services for your legitimate business purposes.
3.2 The Platform and Services are designed to assist businesses with product identification, GS1 Digital Link QR Codes, product information, traceability, product data management, regulatory information and related workflows.
3.3 The particular functionality of the OwlQR Platform and/or Services available to you, may depend on your Subscription Plan.
3.4 You must not access or use the OwlQR Platform and/or Services except as permitted by these Terms, and any applicable Subscription Plan terms.
4. Fees and payment
4.1 Certain features of the OwlQR Platform and/or our Services are offered on a paid basis. You must pay any Fees applicable to your Subscription Plan to be able to access the OwlQR Platform and/or our Services.
4.2 Unless otherwise stated, all Fees are exclusive of GST and any other applicable taxes. You are responsible for paying, in addition to the applicable Fees, any GST and other taxes properly chargeable in respect of the OwlQR Platform and/or Services.
4.3 When you purchase or subscribe to the OwlQR Platform and/or our Services, you agree to pay the Fees for the Subscription Plan you select (i.e. monthly, yearly, or as otherwise stated at checkout or on the Website and/or OwlQR Platform) using a credit card or any other payment method we make available from time to time. Fees must be paid by the due date specified by OwlQR.
4.4 You authorise us (and our payment processors) to charge your selected payment method for applicable Fees, taxes, and any other amounts you authorise, and to store your payment method details as needed to process recurring payments.
4.5 If a charge is declined or cannot be processed, you authorise us (and our payment processors) to retry the charge using the same payment method or any updated payment method you provide. If we are unable to collect payment after reasonable retry attempts, we may restrict, suspend or terminate your access to the OwlQR Platform and/or our Services.
4.6 If your plan includes usage limits (e.g. limits tied to features, capacity, volumes, or similar), and you exceed those limits, you agree that additional charges may apply as indicated on the Website and/or OwlQR Platform.
4.7 If you do not pay the Fees by the due date then, without prejudice to any other rights OwlQR may have under these Terms or Applicable Law:
- (a) you will pay interest on the amount outstanding at the rate of 12% per annum, until payment has been received in full; and
- (b) OwlQR may charge you for any collection costs and legal costs on a solicitor/own client basis.
4.8 OwlQR may change the Fees payable for a Subscription Plan from time to time. If OwlQR increases the Fees applicable to your Subscription Plan, OwlQR will provide you with reasonable prior written notice of the increase, including the date on which the new Fees will take effect. Unless otherwise agreed, any increase to the Fees will apply from the commencement of your next Subscription Plan period following the effective date of the increase.
4.9 If you do not agree to an increase in the Fees, you may cancel your Subscription Plan by providing written notice to OwlQR before the new Fees take effect. If you do not cancel your Subscription Plan before the new Fees take effect, you will be deemed to have accepted the new Fees and they will apply to your Subscription Plan from the commencement of your next Subscription Plan period.
5. Account
5.1 You may be required to register an Account to access the OwlQR Platform and/or Services.
5.2 If you register an Account with us, you are responsible for maintaining the confidentiality and security of your Account and login credentials, including your password. You must not disclose your login credentials to any other party or allow any other party to access or use your Account.
5.3 You are responsible for all activities carried out through your Account, whether authorised by you or not, except to the extent that any unauthorised activity results from our own acts or omissions.
5.4 You must:
- (a) not create an Account for another party without proper authorisation from that third party;
- (b) ensure that all information you provide when registering for or using your Account is accurate, complete and up to date, and promptly update that information if it changes;
- (c) when selecting a username, not select a username that is deemed inappropriate or misleading;
- (d) notify us immediately if you become aware of, or reasonably suspect, any unauthorised access to or use of your Account, or any other breach of the security of your login credentials;
- (e) not create an Account on behalf of another party or entity unless you are authorised to do so;
- (f) ensure that your use of the Account complies with these Terms and all Applicable Laws.
5.5 OwlQR may request additional information to verify your identity and/or the company you represent, as a measure to prevent fraud, phishing, or other unlawful or harmful activity.
6. GS1 digital link QR codes
6.1 The Services may enable you to create, manage and use a GS1 Digital Link QR Code.
6.2 You are responsible for ensuring that any GS1 Digital Link QR Code and associated Content provided by you, is accurate and suitable for its intended purpose.
6.3 You are responsible for ensuring that your use of a GS1 Digital Link QR Code complies with Applicable Laws and any applicable GS1 Standards.
6.4 OwlQR does not guarantee that a GS1 Digital Link QR Code will:
- (a) remain accessible or functional indefinitely;
- (b) operate correctly on every device, application or third party system; or
- (c) remain compatible with all future versions of the GS1 Standards.
6.5 OwlQR is not responsible for any failure or error resulting from information or configuration supplied by you, changes to GS1 Standards, or circumstances outside OwlQR's reasonable control.
7. Regulatory registries
7.1 The OwlQR Platform and/or Services may enable the creation, management or submission of information in connection with regulatory registries, databases or compliance systems, including but not limited to any registry established under the European Union Digital Product Passport (DPP) framework or similar regulatory requirements (each, a Regulatory Registry).
7.2 You are responsible for ensuring that all information, data and documentation that you provide, upload or submit in connection with a Regulatory Registry, including any information submitted to a DPP registry, is accurate, complete and up to date and complies with all Applicable Laws and requirements applicable to you.
7.3 OwlQR is not a registered, approved, authorised or verified DPP issuer or DPP service provider, and nothing in these Terms or your use of the OwlQR Platform and/or Services constitutes a representation to that effect. You remain responsible for determining and meeting any registration, verification, reporting or other requirements that apply to you in connection with a Regulatory Registry.
8. Your content
8.1 You retain ownership of any Intellectual Property Rights you hold in Your Content. However, by submitting or uploading Your Content to the Website and/or OwlQR Platform, you grant OwlQR a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, transmit and otherwise use Your Content to the extent reasonably necessary to provide and operate the Services, Website and/or OwlQR Platform.
8.2 You must ensure that none of Your Content:
- (a) breaches any Applicable Laws;
- (b) infringes, misappropriates or otherwise violates the Intellectual Property Rights, privacy rights, confidentiality rights, or other rights of OwlQR or another party;
- (c) contains Personal Information or other confidential information relating to a third party without the required consent or lawful authority;
- (d) is illegal, fraudulent, misleading, deceptive, defamatory, malicious, discriminatory, threatening, abusive, harassing, obscene or otherwise offensive, or that incites or promotes hatred, violence or harm against any party or group; and/or
- (e) contains any virus, malware or other malicious code, or is otherwise designed to interfere with, damage or gain unauthorised access to the Website and/or OwlQR Platform.
8.3 You are responsible for ensuring that Your Content is accurate, complete, current and not misleading, and that you have all rights, licences, permissions and authorisations necessary to provide Your Content to OwlQR, and for OwlQR to use Your Content as contemplated by these Terms.
8.4 For the avoidance of any doubt, you are solely responsible for all Your Content that you submit, upload or otherwise make available through the Website and/or OwlQR Platform. OwlQR does not verify, validate, endorse or otherwise assume responsibility for Your Content.
8.5 OwlQR may remove or restrict access to Your Content where reasonably necessary to comply with any Applicable Law, address a security risk or enforce these Terms.
9. Website and OwlQR platform
9.1 You must not use the Website and/or OwlQR Platform:
- (a) in any way that breaches any Applicable Laws;
- (b) in any way that infringes, misappropriates or otherwise violates the Intellectual Property Rights, privacy rights, confidentiality rights, or other rights of OwlQR and/or another party;
- (c) in any way that is illegal, fraudulent, misleading, deceptive, defamatory, malicious, discriminatory, threatening, abusive, harassing, obscene or otherwise offensive, or that incites or promotes hatred, violence or harm against any party or group; and/or
- (d) to transmit any virus, malware or other malicious code, or is otherwise designed to interfere with, damage or gain unauthorised access to the Website and/or OwlQR Platform.
9.2 You also agree not to:
- (a) copy, reproduce, modify, adapt, distribute, publish, licence, sell, commercialise or otherwise use or exploit any part of the Website and/or OwlQR Platform;
- (b) access (without authority), interfere with, damage, or disrupt:
- (i) any part of the Website and/or OwlQR Platform;
- (ii) any equipment or network on which the Website and/or OwlQR Platform is stored;
- (iii) any software used in the provision of the Website and/or OwlQR Platform; or
- (iv) any equipment or network or software owned or used by any third party.
9.3 The OwlQR Content is provided for general information purposes only, and does not constitute legal, regulatory, professional or other advice. You are solely responsible for certifying, verifying and validating any OwlQR Content before use, to ensure that it meets your business’ purposes, obligations and/or requirements.
9.4 To the maximum extent permitted by Applicable Law, OwlQR makes no representation, warranty or guarantee, whether express or implied, that the OwlQR Content is accurate, complete, current, suitable, reliable or fit for any particular purpose, or complies with any Applicable Law, regulatory requirements, industry standard (including but not limited to the GS1 Standards) or other requirements. OwlQR accepts no responsibility or liability for any inaccurate, misleading, expired, invalid or improperly used OwlQR Content, or for any regulatory, legal, commercial, financial, operational or reputational loss, damage, claim, liability or consequence arising from or in connection with your use of, reliance on, OwlQR Content. You must obtain appropriate professional or specialist advice before relying on OwlQR Content, and refrain from taking any action on the basis of it, until appropriate professional and specialist advice has been obtained.
9.5 The Website and/or OwlQR Platform may contain links to other websites. These links are provided for your information only, and we have no control over the content of those websites. By clicking on any third party links, you agree that we will not be liable to you or any other party arising from your access or use of a third party website. It is your responsibility to ensure that you are aware of and comply with the terms and conditions of any third party website.
9.6 Any links to other websites on the Website and/ or OwlQR Platform should not be construed as an endorsement, approval or recommendation of the businesses or organisations associated with those websites or anything referred to or contained on those websites, unless and to the extent we have specified to the contrary.
9.7 OwlQR may, from time to time and at its discretion, update, modify, improve, maintain or otherwise make changes to the Website and/or OwlQR Platform, including to fix errors, address security or technical issues, improve functionality, reflect changes in technology or Applicable Laws, or otherwise improve the Website and/or OwlQR Platform. Where reasonably practicable, OwlQR will give you reasonable notice of any material changes that are likely to materially affect your use of the Website and/or OwlQR Platform.
10. Intellectual property rights
10.1 All Intellectual Property Rights owned by either party and existing immediately prior to the point on of entering into these Terms, will remain the exclusive property of that party, unless otherwise agreed in writing.
10.2 We own (or license, as applicable) all Intellectual Property Rights associated with the OwlQR Platform, Services and Website.
10.3 Subject to clause 11.5, you agree that any new Intellectual Property Rights created, developed or arising in connection with the OwlQR Platform, Services and/or Website in the course of, or as a result of, OwlQR providing the Website, OwlQR Platform, Services to you, whether the new Intellectual Property Rights are created by you, OwlQR or jointly by you and OwlQR, will be owned by OwlQR. To the extent that any such Intellectual Property Rights do not automatically vest in OwlQR, you assign to OwlQR all right, title and interest in those Intellectual Property Rights, including all rights to apply for, register, enforce and otherwise protect those Intellectual Property Rights.
11. Artificial intelligence
11.1 The Website, OwlQR Platform and/or Services may include AI Features.
11.2 AI Outputs are generated using automated processes and may be based on incomplete, inaccurate or outdated information. AI Outputs may contain errors or omissions and may not be suitable for your particular circumstances.
11.3 You must independently review and verify all AI Outputs before relying on them or using them for any business, regulatory, compliance, product, labelling or other purpose.
11.4 OwlQR does not warrant that any AI Output will be accurate, complete, current or reliable. You are responsible for any decision or action you take based on an AI Output.
11.5 Subject to clause 11.6, you will own any Intellectual Property Rights in AI Outputs that are generated specifically in response to Your Content only, to the extent that such Intellectual Property Rights are capable of being owned or assigned to you. For the avoidance of doubt, this does not transfer or assign to you any Intellectual Property Rights in or relating to the AI Features, OwlQR's Website, OwlQR Platform, Own Content, or any underlying models, algorithms, software, training data, prompts, methodologies, know-how or other technology used to generate the AI Outputs, all of which remain owned and/or licensed by OwlQR. To the extent any Intellectual Property Rights owned by OwlQR is incorporated into an AI Output, OwlQR retains ownership of those Intellectual Property Rights and grants you a non-exclusive, non-transferable and revocable licence, to use those Intellectual Property Rights as incorporated in the AI Output for your use of the AI Output in accordance with these Terms.
11.6 You acknowledge that AI Outputs may be non-unique and that OwlQR does not guarantee that AI Outputs provided to you will differ from AI Outputs provided to other users. Nothing in clause 11.5 restricts OwlQR's right to generate the same or similar AI Outputs for other users.
11.7 OwlQR may modify, suspend or discontinue any AI Feature at any time where reasonably necessary due to changes in technology, Applicable Law or OwlQR's business.
12. Support
12.1 Where you have purchased a Subscription Plan that includes Priority Support, OwlQR will provide you with priority access to its support services in accordance with this clause 12.
12.2 For Priority Support, you must contact OwlQR's support team at hello@OwlQR.com. When submitting a Priority Support request, you must provide sufficient information to enable OwlQR to understand and investigate the issue.
12.3 On receiving a Priority Support request, OwlQR may assess the nature and severity of the issue and may request further information from you before commencing or continuing its investigation. OwlQR may determine the priority and appropriate response timeframe for a request based on the nature, severity and potential impact of the issue, the information available to OwlQR, whether the issue affects the OwlQR Platform generally or only your Account or use of the Services, and any other relevant circumstances.
12.4 OwlQR will use reasonable efforts to provide an initial response to Priority Support requests within 12-24 hours. The initial response may include an acknowledgement of the request, a request for further information, preliminary troubleshooting steps, details of the proposed next steps, or an indicative timeframe for further investigation or resolution. The 12-24 hours timeframe is a target only and is not a guarantee of a response or resolution within that timeframe.
12.5 Where OwlQR determines that an issue requires further investigation, OwlQR will use reasonable efforts to keep you informed of material developments and, where reasonably practicable, provide an indicative timeframe for the next steps. Any timeframe provided by OwlQR for investigating or resolving an issue is an estimate only and may change depending on the circumstances.
12.6 Where an issue involves or depends on a third party provider, service or system, including Amazon Transparency or another third party integration, OwlQR will use reasonable efforts to investigate and assist with the issue and, where appropriate, liaise with the relevant third party..
12.7 Priority Support does not include the correction of issues arising from your misuse of the OwlQR Platform or Services, your failure to comply with these Terms, or any other matter outside OwlQR's reasonable control. OwlQR may charge additional fees for support that fall outside the scope of Priority Support, provided that OwlQR will notify you of any applicable fees before undertaking the additional work.
13. Consumer guarantees and fair trading
13.1 The Consumer Guarantees Act 1993 (CGA), the Fair Trading Act 1986 (FTA), and other statutes may impose warranties, conditions or obligations on OwlQR which cannot by law (or which can only to a limited extent by law) be excluded.
13.2 Other than as expressly provided for in these Terms, OwlQR excludes all such imposed warranties, conditions or obligations to the extent permitted by law and excludes any warranty, condition or obligation imposed or implied under common law, equity or otherwise.
13.3 Where you are acquiring the Services for the purposes of a business, you and OwlQR acknowledge and agree that:
- (a) you are acquiring the Services for the purposes of a business pursuant to sections 2 and 43(2) of the CGA and accordingly the CGA will not apply;
- (b) the Services are both supplied and acquired in trade for the purposes of the FTA and you and OwlQR's agree to contract out of sections 9 (misleading and deceptive conduct generally), 12A (unsubstantiated representations), and 13 (false or misleading representations); and
- (c) all warranties, conditions, and other terms implied by the CGA or sections 9, 12A, and 13 of the FTA are excluded from the Terms to the fullest extent permitted by law and, you and OwlQR further acknowledge and agree that it is fair and reasonable that you and OwlQR are bound by this clause 12.
14. Disputes
14.1 You and OwlQR agree to use reasonable endeavours to resolve any and all disputes arising under or relating to these Terms, by negotiation. If a dispute is settled at or following negotiations under this clause 14, such settlement shall be recorded in writing and be signed by both you and OwlQR, whereupon it shall be final and binding on you and OwlQR.
14.2 Nothing in this clause 14 will prevent either you or OwlQR from seeking urgent interim relief from the courts:
- (a) for interlocutory relief;
- (b) to recover a debt payable; or
- (c) to enforce a settlement agreed to by you and OwlQR.
15. Indemnity and liability
15.1 To the fullest extent permitted by law, you agree to indemnify and hold harmless OwlQR, its subsidiaries, affiliates, directors, shareholders, agents, and employees, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable legal fees) arising out of or related to:
- (a) any breach of these Terms, any Applicable Law or the rights of another third party; and
- (b) any unlawful, fraudulent or negligent act or omission by you, or your subsidiaries, affiliates, directors, shareholders, agents, and employees, in connection with these Terms.
15.2 Neither party shall be liable for any indirect, consequential or special loss or damage, loss of revenue, economic loss or damage, loss of business or profits or anticipated business or profits, loss of goodwill, loss of anticipated savings or for any business interruption, whether or not that loss was, or ought to have been, contemplated by the party in breach.
15.3 To the fullest extent permitted by law, our aggregate liability under these Terms is limited to the total Fees paid or payable by you under these Terms.
16. Suspension and termination
16.1 OwlQR may restrict, suspend or terminate your access to, or use of, the OwlQR Platform and/or Services if:
- (a) you fail to pay any amount due to OwlQR when due;
- (b) OwlQR has reasonable concerns regarding your ability to meet your payment obligations;
- (c) you breach these Terms, or otherwise use the OwlQR Platform and/or Services in a manner that may adversely affect OwlQR, the OwlQR Platform and/or Services, or any other user; or
- (d) OwlQR reasonably determines that suspension is necessary to protect the security, integrity or proper operation of the OwlQR Platform and/or Services, or to comply with any Applicable Law.
16.2 If OwlQR restricts or suspends your access to the OwlQR Platform and/or Services, you remain responsible for all Fees and other amounts payable under these Terms during the period of restriction or suspension. If OwlQR terminates your access to the OwlQR Platform and/or Services, this does not affect your obligation to pay any Fees or other amounts accrued or payable up to the effective date of termination.
16.3 You are responsible for any reasonable costs incurred by OwlQR as a result of a restriction, suspension or termination under clause 16.1, to the extent those costs arise from your act or omission. Such costs will be immediately due and payable by you to OwlQR.
16.4 Subscription Plans renew automatically, on a monthly or annual basis (as applicable), unless terminated by you in accordance with these Terms.
16.5 You can cancel your Subscription Plan at any time through your Account, by contacting us at hello@OwlQR.com or as otherwise described on the Website and/or the OwlQR Platform, and by giving OwlQR:
- (a) for monthly Subscription Plans, at least 5 Business Days written notice before the end of the then current monthly Subscription Plan period; or
- (b) for annual Subscription Plans, at least 21 Business Days written notice before the end of the then current annual Subscription Plan period.
16.6 Unless otherwise required by Applicable Laws, and subject to clause 16.1, cancellation takes effect:
- (a) for monthly Subscription Plans, at the end of the then current monthly Subscription Plan period, and you will continue to have access to the OwlQR Platform and/or Services until that date.
- (b) for annual Subscription Plans, at the end of the then current annual Subscription Plan period, and you will continue to have access to the OwlQR Platform and/or Services until that date.
16.7 Unless otherwise required by Applicable Law, Fees paid for the current Subscription Plan period are non-refundable, including where you terminate your Subscription Plan before the end of that period. You will not be charged for any subsequent Subscription Plan period following the effective date of termination.
16.8 On termination for whatever reason, your right to access and use the OwlQR Platform and/or Services will cease. Following termination, OwlQR may retain your Account and Your Content for a reasonable period to allow you to export Your Content. Unless otherwise required by Applicable Law, OwlQR may thereafter delete your Account and Your Content from the OwlQR Platform and/or Website.
17. General
17.1 These Terms constitute the entire agreement and understanding between us relating to the matters dealt with in these Terms, and supersedes and extinguishes any previous terms or discussions between the parties, unless otherwise agreed by the parties in writing.
17.2 If any term or provision of these Terms is held to be illegal, invalid or unenforceable, it may be severed without affecting the legality, validity or enforceability of the remaining provisions.
17.3 Each party agrees to execute, acknowledge and deliver all instruments, make all applications and do all things, as may be necessary or appropriate to carry out the purposes and intent of these Terms.
17.4 Neither party may assign or transfer all or any of its rights or obligations under these Terms without the prior written consent of the other party. However, OwlQR may assign or transfer its rights or obligations, without your consent, to any person or entity that acquires all or substantially all of OwlQR’s business or assets to which the Terms relate, or as part of any merger, restructure or other corporate transaction involving OwlQR.
17.5 Each party warrants and represents to the other party that:
- (a) it has full power and authority to agree to enter into and bind itself to these Terms;
- (b) all consents, authorisations and approvals that are necessary or required for that party in connection with a Contract, and the assumption of rights and obligations under them, have been obtained or effected; and
- (c) the agreement to and performance pursuant to the Terms does not constitute a breach of any Applicable Law or obligation by which that party is bound and which would prevent it from agreeing to or performing its obligations under these Terms.
17.6 Neither party will be deemed to have waived any right under these Terms unless the waiver is in writing and signed by the party. Any failure or delay by a party to exercise any right or power under these Terms will not operate as a waiver of that right or power. Any waiver by a party of any breach, or failure to exercise any right, under these Terms will not constitute a waiver of any subsequent breach or continuing right.
17.7 These Terms will be governed by and construed in accordance with the laws of New Zealand, and the parties submit to the exclusive jurisdiction of the Courts of New Zealand.