Welcome to LINQ, an online platform designed to ensure your digital transformation project, change programme or continuous improvement is a huge success. LINQ enables you to understand the impact of change before you commit to undertaking it. Invest thousands, before committing millions! These Terms of Use set out our obligations as a service provider and Your obligations as a customer. Please read them carefully.
These Terms of Use are binding on any use of the Service and apply to You from the time that LINQ provides You with access to the Service.
By registering to use the Service you acknowledge that You have read and understood, and agree to be bound by, these Terms of Use both on Your own behalf and on behalf of any other person to whom You provide services using the Service. You confirm that You have the authority to act on behalf of any such other person.
The LINQ Service will evolve over time based on user feedback. The Terms of Use may not address every issue raised by the use of the LINQ Service. LINQ reserves the right to change the Terms of Use from time to time. Notice of any changes will be given to You either by email or by a notice on the Website. It is Your responsibility to ensure that You are familiar with the current Terms of Use available on the Website from time to time.
These terms were last updated on 20th April 2026.
INTRODUCTION AND ACCEPTANCE
A. LINQ is a SaaS platform that helps organisations model how work is performed, understand the impact of change, and evaluate improvement scenarios before implementation.
B. By clicking to accept these Terms, signing or otherwise accepting an Order Form that incorporates these Terms, creating an Account, or accessing or using the Service, the Customer agrees to be bound by these Terms.
C. If an individual accepts these Terms on behalf of an organisation or other legal entity, that individual represents that they have authority to bind that organisation or entity, and references to the Customer mean that organisation or entity.
(1.1) In these Terms, unless the context requires otherwise:
“Account” means an account created for the Customer or a User to access and use the Service.
“Confidential Information” means all non-public information disclosed by one party to the other in connection with these Terms or the Service, including Customer Data, but excluding information that: (a) is or becomes public other than through breach of these Terms; (b) was lawfully known to the receiving party without obligation of confidence before disclosure; (c) is lawfully received from a third party without restriction on disclosure; or (d) is independently developed without use of the disclosing party’s Confidential Information.
“Customer” means the person specified in an Order Form, and if no person is so specified, means that person that accepts these Terms (including electronically), and includes any organization on whose behalf that person accepts these Terms.
“Customer Data” means all data, content, material, model information, metadata, files, inputs, configurations and other information submitted to, uploaded to, stored in, or generated within the Service by or on behalf of the Customer, but excludes LINQ’s own system data, aggregated and de-identified usage analytics relating to the Services, Anonymous Data, Aggregate Data and Analytical Data and LINQ’s Confidential Information.
“Documentation” means LINQ’s user guides, help material and feature descriptions that LINQ makes generally available for the Service.
“Fees” means the fees and charges payable by the Customer for the Service, as set out in the applicable Order Form or, if there is no Order Form, LINQ’s pricing published from time to time on the Website.
“LINQ” means LINQ2 Limited, a New Zealand company, New Zealand Business Number (NZBN): 9429051862510 and its permitted successors and assigns.
“Order Form” means an order form, proposal, statement of work, online checkout page, quote, renewal notice or other ordering document accepted by the Customer and LINQ for the Service (including electronically).
“Personal Information” means information about an identifiable individual, or equivalent personal data, personal information or protected personal data under applicable Privacy Laws.
“Privacy Laws” means the Privacy Act 2020 (New Zealand) and any other applicable laws relating to privacy, data protection, breach notification or handling of Personal Information.
“Privacy Policy” means LINQ’s privacy policy from time to time, as shown at: https://thinklikelinq.com/privacy-policy/.
“Security Incident” means any actual unauthorised access to, unauthorised use of, unauthorised disclosure of, loss of, or material compromise to Customer Data, or any material compromise to the confidentiality, integrity or availability of the Service, excluding unsuccessful probing, scans or attack attempts that do not result in unauthorised access or material service impact.
“Service” means the LINQ software-as-a-service platform, together with standard Documentation and standard support provided by LINQ, but excludes separately priced professional or support services, unless expressly stated otherwise in an Order Form.
“Subscription Term” means the term during which the Customer is authorised to access and use the Service, as stated in the applicable Order Form or, if no Order Form applies, the period for which Fees have been paid or are payable.
“Terms” means these terms of use and, where the Customer signs or otherwise accepts an Order Form that incorporates these terms of use, includes the applicable Order Form.
“User” means an individual authorised by the Customer to access and use the Service under the Customer’s Account.
“Website” means LINQ’s website from time to time, as shown at: https://thinklikelinq.com.
(1.2) In these Terms, including and similar expressions are not words of limitation; a reference to a person includes an individual, company, body corporate, partnership, trust, government agency and other legal person; and headings are for convenience only and do not affect interpretation.
2. SERVICES
(2.1) Subject to these Terms and payment of applicable Fees, LINQ grants the Customer a non-exclusive, non-transferable right during the Subscription Term to access and use the Service for the Customer’s internal business purposes or statutory functions.
(2.2) The Customer’s access to and use of the Service may be subject to the subscription plan, feature set, user limits, project limits, node limits or other parameters specified in the applicable Order Form and on LINQ’s website.
(2.3) Subject to the Customer’s subscription plan and any applicable Order Form, LINQ will make available during the Subscription Term those updates, enhancements and new functionality that LINQ generally makes available to other customers on the same plan, unless the relevant functionality is identified by LINQ as a separately priced module, feature, service, beta release, preview release or trial offering.
(2.4) Where LINQ agrees in writing to provide any professional or support services to Customer, LINQ will provide such services for the Customer in accordance with these Terms, with reasonable care, skill and diligence, and using properly qualified and suitable personnel.
(2.5) LINQ will not be liable for any failure of, or delay in, the performance of any obligation under these Terms to the extent arising from or in connection with:
(2.5.1) the Customer or any third party failing to fully or promptly comply with any of its obligations under this agreement; or
(2.5.2) any defect or delay in any data, inputs or information provided by the Customer or any third party.
3. AMENDMENTS
(3.1) LINQ may amend these Terms from time to time by giving notice on the Website, within the Service or by email. Any amendment applies prospectively only.
(3.2) No amendment that materially adversely affects a Customer’s rights, remedies, Fees, security position, support entitlements, data-location commitments or access to Customer Data will apply to an existing paid Subscription Term unless:
(3.2.1) the Customer agrees in writing;
(3.2.2) the amendment is required by applicable law; or
(3.2.3) the amendment is reasonably necessary to address a security risk, prevent abuse of the Service or maintain compliance with applicable law, and LINQ gives at least 20 Business Days’ prior notice.
(3.3) If LINQ makes a materially adverse amendment under clause (3.2.3), the Customer may terminate the affected Subscription Term by notice given before the amendment takes effect, and LINQ will refund any prepaid Fees for the unused portion of that Subscription Term.
(3.4) LINQ may from time to time develop, update, enhance, modify or add functionality to the Service in order to improve performance, security, usability, interoperability and customer outcomes. LINQ will not materially reduce the core functionality of the Service during an existing paid Subscription Term unless the reduction is reasonably required for security, legal, regulatory or third-party dependency reasons. Where reasonably practicable, LINQ will give prior notice of such a reduction and the Customer may terminate the affected Subscription Term before the change takes effect and receive a refund of any prepaid Fees for the unused portion of that term.
4. CUSTOMER OBLIGATIONS
(4.1) The Customer is responsible for its Users’ access to and use of the Service, for managing User roles within its organisation and for ensuring that all Users comply with these Terms.
(4.2) The Customer must ensure that usernames, passwords and other credentials used to access the Service are kept secure and confidential, and must notify LINQ promptly of any suspected unauthorised access, loss of credentials or other security issue affecting the Customer’s use of the Service. Where single sign-on or similar access is used, the customer remains responsible for the security of its identity provider credentials and access controls.
(4.3) The Customer must use the Service only for lawful purposes and in accordance with these Terms. If LINQ authorises the Customer to use the Service to provide services to third parties, the Customer must ensure that such use remains within the scope authorised by LINQ and that the Customer remains responsible for compliance with these Terms, including by any such authorised third parties.
(4.4) The Customer must not, and must not permit any User or third party to:
(4.4.1) attempt to undermine the security or integrity of LINQ’s systems, networks or hosting environment;
(4.4.2) use the Service to build a product or service that competes in any way with LINQ’s business or that is the same as, or materially similar to, or delivering substantially the same functionality as, the Service;
(4.4.3) use the Service in a way that may damage, overburden, undermine or impair the functionality or security of the Service or any related or connected systems;
(4.4.4) use the Service in any way that would breach any persons’ rights to confidentiality, intellectual property or privacy, or that would otherwise breach any law or regulation;
(4.4.5) attempt to gain unauthorised access to the Service, other customers’ data, or any systems or networks connected with the Service;
(4.4.6) provide any User’s password, credentials or log-in information to any third party;
(4.4.7) use the Service to upload, input, transmit or store malicious code, viruses, trojan horses, worms, unlawful material, defamatory or libelous content, content that infringes on any copyright, patent, trade secret, trademark or other proprietary rights, or material that the Customer does not have the right to use;
(4.4.8) reverse engineer, de-aggregate, decompile, disassemble, copy, translate, create derivative works from, or otherwise attempt to derive source code, object code, ideas, structure, know-how, algorithms or underlying technology from the Service; or
(4.4.9) resell, lease, sublicense, assign, distribute or otherwise commercially exploit the Service except as expressly permitted by LINQ in writing.
(4.5) If LINQ makes communication tools available through the Service, the Customer must use them lawfully and responsibly. LINQ is not obliged to monitor or moderate communications, but may remove content that breaches these Terms or applicable law, or that must be removed due to LINQ’s legitimate security or operational requirements.
5. FEES
(5.1) The Customer must pay the Fees for the Service in accordance with these Terms and the applicable Order Form or, if there is no Order Form, the Website.
(5.2) The scope of the subscription, including any plan tier, freemium allowance, consumption or usage metrics, user limits, project limits, node limits, future state project limits, enterprise allowance or other commercial parameters, will be stated in the applicable Order Form or, if there is no Order Form, the Website.
(5.3) Fees are payable in New Zealand Dollars unless otherwise specified in the applicable Order Form, invoice or checkout flow upon signup.
(5.4) Unless the applicable Order Form states otherwise, LINQ may invoice monthly in arrears for variable or usage-based charges and in advance for subscription charges, and invoices are payable within 14 days of the invoice date.
(5.5) Where pricing is consumption-based, usage-based or pay-as-you-go, LINQ will measure usage using the metrics described in the applicable Order Form, or if there is no Order Form, the Website. Those metrics may include, without limitation, the number of nodes, additional users, projects, storage, transactions, feature consumption, or other objectively measurable usage criteria made available for the relevant plan or offering.
(5.6) For prepaid or fixed Subscription Terms, LINQ may not change the Fees during the fixed Subscription Term, but may change the Fees for any subsequent Subscription Term by providing Customer with not less than 30 days’ prior written notice.
(5.7) For month-to-month subscriptions, LINQ may change the Fees by providing Customer with not less than 30 days’ prior written notice. If the Customer does not accept the revised Fees, the Customer may terminate the affected subscription before the revised Fees take effect, and the existing Fees will continue until termination takes effect at the end of LINQ’s notice period.
(5.8) The Customer may withhold payment of any amount that it genuinely disputes in good faith, provided the Customer notifies LINQ promptly of the dispute, pays all undisputed amounts when due, and cooperates reasonably to resolve the dispute.
(5.9) If the Customer does not pay Fees when due, LINQ may, no less than 14 days after written notice to Customer of the late payment:
(5.9.1) charge interest for late payment on the outstanding balance effective from the due date at 1.5% per month or the maximum permitted by applicable law, whichever is lower (plus all expenses of collection); and/or
(5.9.2) suspend the Customer’s access to and use of the Service, until the overdue amount is received in full (and without prejudice to any other rights available to LINQ).
(5.10) Fees are exclusive of taxes, duties and government charges unless expressly stated otherwise. The Customer is responsible for taxes, duties and government charges imposed on the supply of the Service, excluding taxes based on LINQ’s net income, payroll, property or employment.
6. DATA
(6.1) As between the parties, the Customer retains all right, title and interest in and to Customer Data.
(6.2) Customer grants to LINQ a non-exclusive, non-transferable licence to use any Customer Data for the purposes of performing the Service and otherwise exercising its rights under these Terms, LINQ’s internal research and product development purposes, to conduct statistical analysis and identify trends and insights and for communicating with the Customer and Users about the Services and any other matters that may be of interest.
(6.3) Customer also grants LINQ a non-exclusive, royalty-free, worldwide and irrevocable licence to:
(6.3.1) copy, anonymise, aggregate, process and display the Customer Data to derive anonymous statistical and usage data, and data about the functionality of the Service, provided such data cannot be used to identify the Customer or Users (Anonymous Data); and
(6.3.2) combine or incorporate Anonymous Data with or into other similar data and information available, derived or obtained from other customers, licensees, users, or otherwise (when so combined or incorporated, referred to as Aggregate Data).
(6.4) If the Customer provides LINQ with any feedback about the Service, LINQ may use that feedback without any restriction or compensation to the Customer, provided that any such feedback used by LINQ will not publicly identify the Customer. LINQ reserves the right to gather analytics in relation to the Customer’s activity on, and use of, the Services (Analytical Data) for LINQ’s internal purposes, such as billing, gauging interest, identifying usage patterns, benchmarking and research and development. The Customer agrees that Analytical Data does not comprise Customer Data for the purposes of these Terms.
(6.5) LINQ will be the owner of all rights, title and interest in and to the Anonymous Data, Aggregate Data and Analytical Data without restriction.
(6.6) The Customer warrants and represents that:
(6.6.1) it has the right to grant the licences in clause (6) in respect of all the Customer Data, and to use, input, process and display the Customer Data into, through or in the Service in the manner anticipated by these Terms; and
(6.6.2) use of the Customer Data by LINQ, the Customer or any User in connection with the Service or these Terms will not breach any laws or rights (including privacy and intellectual property rights) of any person.
7. SECURITY & PRIVACY
(7.1) LINQ’s primary hosting location for the Service is Australia (Sydney), unless otherwise stated in the applicable Order Form. Except where clause (7.2) applies, LINQ will not change the primary hosting location for Customer Data, or permit routine storage or processing of Customer Data outside of New Zealand or Australia, without prior written notice to the Customer.
(7.2) Where the Customer is a government department, departmental agency, interdepartmental venture, Crown entity or other public body within New Zealand’s public sector, LINQ will not permit routine storage or processing of Customer Data outside New Zealand or Australia without the Customer’s prior written consent, except for transient network routing or temporary support access that is reasonably necessary to operate the Service and is protected by appropriate safeguards.
(7.3) LINQ will maintain reasonable administrative, physical and technical safeguards appropriate to the nature of the Service and Customer Data.
(7.4) LINQ will notify the Customer without undue delay, and in any event within 48 hours after becoming aware, of any Security Incident that has materially affected, or is reasonably likely to materially affect, Customer Data or the security, integrity or availability of the Service. LINQ will:
(7.4.1) provide available details of the incident, the likely impact and the mitigation steps being taken;
(7.4.2) keep the Customer reasonably informed; and
(7.4.3) cooperate reasonably with the Customer in relation to containment, investigation, remediation, communications and any regulatory or public-sector reporting obligations arising from that Security Incident.
(7.5) Each party must comply with applicable Privacy Laws in relation to any Personal Information it handles in connection with these Terms. To the extent LINQ processes Personal Information contained in Customer Data on the Customer’s behalf, LINQ will do so only for the purposes permitted by clause (6) and in accordance with the Customer’s lawful instructions as set out in these Terms and any applicable Order Form. In addition to applicable Privacy Laws, the Customer acknowledges and agrees to LINQ’s use, processing, transfer and/or disclosure of any Personal Information in the manner described in the Privacy Policy. The Privacy Policy applies only to the Service and does not apply to any third party website or service linked to the Services or recommended or referred to through the Services or by our personnel.
(7.6) Unless prohibited by law, LINQ will promptly notify the Customer of any process or request from a regulator, government agency, law-enforcement body or court seeking Customer Data. LINQ will use reasonable endeavours to redirect the requester to the Customer, give the Customer a reasonable opportunity to seek protective relief and disclose only the minimum Customer Data legally required.
(7.7) On reasonable request, and subject to confidentiality, security and third-party restrictions, LINQ will provide current information reasonably required to support the Customer’s cloud risk assessment, security due diligence or supplier assurance process (if any), including information about hosting location, material subprocessors, security controls and incident management practices.
8. CONFIDENTIALITY
(8.1) Each party must keep the other party’s Confidential Information confidential and must not use or disclose it except:
(8.1.1) as permitted by these Terms;
(8.1.2) to its employees, contractors, advisers and subprocessors who need to know it for the purposes of these Terms and are bound by obligations of confidence no less protective than those in these Terms; or
(8.1.3) as required by applicable law.
(8.2) The receiving party must protect the disclosing party’s Confidential Information using at least reasonable care and no less than the care it uses to protect its own confidential information of a similar nature.
(8.3) Where applicable, LINQ acknowledges that the Customer may be subject to the Official Information Act 1982, the Public Records Act 2005 and other public-sector information, recordkeeping and accountability obligations. On reasonable request, LINQ will provide reasonable assistance to enable the Customer to access, preserve, retrieve, export and produce Customer Data, metadata, audit logs and other information held by LINQ on the Customer’s behalf, to the extent reasonably required for the Customer to comply with those obligations.
(8.4) LINQ may request the Customer’s consent to feature in case studies to promote the Service, but LINQ will not use the Customer’s name, logo or trade marks to publicly identify the Customer as a customer of LINQ without the Customer’s prior written consent.
9. INTELLECTUAL PROPERTY
(9.1) LINQ and its licensors retain all right, title and interest in and to the Service, the Documentation, Anonymous Data, Aggregate Data, Analytical Data, the underlying software, system architecture and product design of the Service, and all related intellectual property rights. No rights are granted to the Customer other than the limited rights expressly granted under these Terms.
10. WARRANTIES
(10.1) Each party warrants that it has the power and authority to enter into and perform these Terms.
(10.2) LINQ warrants that during the Subscription Term:
(10.2.1) it has the right to provide the Service;
(10.2.2) the Service will materially conform to the material functional description in the Documentation and applicable Order Form;
(10.2.3) LINQ will provide the Service with reasonable skill, care and diligence; and
(10.2.4) LINQ will comply with applicable New Zealand law in providing the Service.
(10.3) LINQ will use reasonable efforts to make the Service available on a continuous basis, subject to planned maintenance, emergency maintenance, Security Incidents, third-party service failures, Internet outages and other events beyond LINQ’s reasonable control. Unless an Order Form expressly states otherwise, no specific service level agreement applies.
(10.4) If the Service fails to meet clause (10.2), LINQ will use reasonable efforts to correct, re-perform or work around the non-conformance within a reasonable period. This clause states the Customer’s primary remedy for breach of clause (10.2), without limiting any termination rights under clause (12) or any rights the Customer may have under mandatory law.
(10.5) Except as expressly stated in these Terms, and to the maximum extent permitted by law, the Service is provided on an “as available” basis and LINQ excludes all other warranties, conditions and guarantees, whether express, implied, statutory or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.
11. LIABILITY & INDEMNITIES
(11.1) To the extent permitted by law, each party’s aggregate liability arising out of or in connection with these Terms, the Service or any Order Form will not exceed the Fees paid by the Customer under these Terms in the 12 months preceding the event giving rise to the claim.
(11.2) To the extent permitted by law, neither party is liable to the other for any indirect, consequential, incidental, special or punitive loss, or for any loss of profit, revenue, goodwill, business opportunity, anticipated savings or data (or corruption to data).
(11.3) The limitation in clause 11.1 does not apply to claims arising from:
(11.3.1) fraud or wilful misconduct;
(11.3.2) the indemnities given under clauses (11.4) and (11.5); or
(11.3.3) liability that cannot be excluded by applicable law.
(11.4) The Customer indemnifies LINQ against third-party claims only to the extent arising from Customer Data supplied by the Customer that infringes a third party’s intellectual property rights.
(11.5) LINQ indemnifies the Customer against third-party claims alleging that the Service, when used in accordance with these Terms, infringes a third party’s intellectual property rights.
(11.6) An indemnified party must give prompt notice of the claim, give the indemnifying party (at its request) reasonable control of the defence and settlement of the claim, and provide reasonable cooperation at the indemnifying party’s cost.
(11.7) The indemnifying party must consult with and keep the indemnifying party informed, and must obtain the indemnified party’s prior written approval to any settlement or compromise (not to be unreasonably withheld).
12. SUSPENSION & TERMINATION
(12.1) For month-to-month subscriptions, the Customer may terminate the Service at any time by providing LINQ with 30 days’ written notice. For annual or other fixed Subscription Terms, the Customer may give notice of non-renewal not less than 30 days before the renewal date, unless the applicable Order Form provides otherwise, and termination will take effect at the end of the then-current Subscription Term.
(12.2) Either party may terminate these Terms or an affected Order Form immediately by written notice if the other party commits a material breach and:
(12.2.1) the breach is not capable of remedy; or
(12.2.2) the breach is capable of remedy, but the other party fails to remedy the breach within 20 Business Days after receiving written notice requiring it to do so.
(12.3) LINQ may suspend access to the Service immediately to the extent reasonably necessary to address a Security Incident, protect the Service or other customers, prevent unlawful activity, or comply with applicable law. LINQ will, where reasonably practicable, give prompt notice of the suspension and work to restore access as soon as reasonably possible.
(12.4) LINQ may not suspend or terminate the Service for non-payment of any amount that is genuinely disputed in good faith while the Customer is cooperating reasonably to resolve the dispute and has paid all undisputed amounts when due.
(12.5) For undisputed overdue amounts, LINQ may suspend access to the Service no earlier than 30 days after the due date and at least 10 Business Days after giving written notice of the overdue amount and proposed suspension.
(12.6) On termination or expiry:
(12.6.1) the Customer’s right to access and use the Service ends, except for any limited post-termination access expressly provided under these Terms or an Order Form; and
(12.6.2) each party remains liable for rights and obligations accrued before termination or expiry.
(12.7) During the Subscription Term, and for 30 days after termination or expiry, LINQ will make Customer Data available for export in a commonly used machine-readable format, unless the Order Form provides a longer period. If the Customer reasonably requires additional transition assistance beyond standard export, the parties may agree in writing a scope of transition services and reasonable charges for that assistance.
(12.8) LINQ will not delete Customer Data unless:
(12.8.1) these Terms or the applicable Order Form have expired or been terminated;
(12.8.2) LINQ has provided the Customer a reasonable opportunity to export Customer Data; and
(12.8.3) at least 90 days have passed after LINQ’s final written notice of intended deletion.
(12.9) Unless the Customer requests earlier deletion or applicable law requires otherwise, LINQ will retain Customer Data in active systems for the period stated in clause (12.7) and will then delete or render inaccessible Customer Data from active systems within a reasonable period. Customer Data may remain in backups until deleted in the ordinary course of backup rotation. On written request, LINQ will confirm completion of deletion.
(12.10) Clauses (6), (7), (8), (11) (12.6) to (12.10) and (16) survive termination or expiry, together with any other provisions that by their nature are intended to survive.
13. SUPPORT & AVAILABILITY
(13.1) If the Customer experiences technical issues, the Customer should first make reasonable efforts to investigate and diagnose the issue before contacting LINQ. LINQ’s standard support contact details and support resources are available through LINQ’s website or by email to support@thinklikelinq.com, unless an Order Form states otherwise.
(13.2) LINQ intends that the Service will generally be available 24 hours a day, seven days a week, except during planned maintenance, emergency maintenance, outages of third-party services or infrastructure, Security Incidents and events beyond LINQ’s reasonable control.
(13.3) Where reasonably practicable, LINQ will give prior notice of planned maintenance or other interruptions likely to materially affect the Service for longer than normal routine maintenance windows.
(13.4) If LINQ discontinues the Service, LINQ will give the Customer reasonable prior notice and will refund any prepaid Fees for the unused portion of the affected Subscription Term.
14. MANDATORY LAWS
(14.1) Nothing in these Terms excludes, restricts or modifies any guarantee, warranty, condition, right or remedy that cannot lawfully be excluded, restricted or modified under applicable law.
(14.2) Where the Customer is an individual consumer or otherwise benefits from non-excludable statutory rights, any exclusion of warranties or limitation of liability in these Terms applies only to the extent permitted by applicable law.
(14.3) If a mandatory law of the Customer’s jurisdiction requires a different governing law, forum, notice requirement, refund right, disclosure requirement or other consumer protection measure, that mandatory law prevails to the extent required.
15. DISPUTE RESOLUTION
(15.1) If any dispute or difference arises between the parties, or if any matter or issue arises which any of the parties wish to have resolved or remedied (Dispute) a party may serve a written notice of Dispute on the other specifying reasonable details of the nature of the Dispute.
(15.2) Upon service of a Dispute:
(15.2.1) No party may commence any court proceedings relating to any Dispute unless that party has complied with the procedure specified in this clause.
(15.2.2) Upon the issue of a Dispute notice, the parties must enter into negotiations in good faith to resolve a course of action for resolution of the Dispute within 10 Business Days (or such longer period as the parties may agree) after the issue of a Dispute notice.
(15.2.3) Where the Dispute is not resolved via the process above, either party may submit the Dispute to mediation in New Zealand and require the other party to participate. The mediation must be conducted by a mediator and at a fee agreed by the parties.
(15.2.4) Where the Dispute is not resolved via the process above within 2 months of the Dispute notice being issued, either party may take court action or proceed to arbitration, in either case in New Zealand.
(15.3) Nothing in this clause will prevent any party from taking immediate steps to seek urgent interlocutory relief before an appropriate court.
16. GENERAL
(16.1) These Terms, any applicable Order Form and (where applicable) the Website form the entire agreement between the parties in relation to the Service and replace all prior discussions, proposals and understandings relating to the Service.
(16.2) Unless an Order Form expressly states otherwise, to the extent of any conflict or inconsistency the order of precedence is: (a) the applicable Order Form; (b) these Terms; (c) the Website (where applicable).
(16.3) A notice under these Terms must be in writing and sent by email to the contact details stated in the applicable Order Form or, if there is no Order Form, to the most recent email address notified by the receiving party. Notices to LINQ must be sent to support@thinklikelinq.com or another address notified by LINQ for that purpose.
(16.4) Neither party may assign or transfer these Terms or any rights under them without the other party’s prior written consent, not to be unreasonably withheld, except that LINQ may assign these Terms without Customer’s consent as part of a merger, corporate reorganisation or sale of substantially all of its business or assets relating to the Service.
(16.5) Neither party is liable for delay or failure to perform an obligation under these Terms to the extent caused by an event beyond that party’s reasonable control, except for an obligation to pay money.
(16.6) Nothing in these Terms creates a partnership, joint venture, trust, fiduciary, agency or employment relationship between the parties.
(16.7) If any provision of these Terms is invalid, illegal or unenforceable, it will be modified to the minimum extent necessary to make it valid and enforceable or, if that is not possible, severed, and the remainder of these Terms will continue in full force.
(16.8) A failure or delay by a party to exercise a right or remedy under these Terms does not operate as a waiver of that right or remedy. A waiver is effective only if in writing.
(16.9) These Terms are governed by New Zealand law, and the parties submit to the exclusive jurisdiction of the New Zealand courts with respect to any legal action, suit or proceeding or any other matter arising out of or in connection with these Terms.