Terms and conditions

Last updated: 11 May 2021

1. APPLICATION
  These Terms and Conditions apply to every order for hardware products (Hardware Products) and/or software (Software) and/or support (Support) that you (Customer, you or your) place with Sensor Holdings Limited (SHL, StretchSense, we, us or our), unless there is a separate written agreement signed by both parties which excludes these terms. If there is such an agreement and it does not exclude these terms, both these terms and the terms of that agreement apply, and the agreement prevails if there is any inconsistency. Each order, once accepted, forms a binding agreement on these terms, the terms set out in our quote for those Hardware Products, Software and/or Support, the terms of the StretchSense End User License Agreement or on request (EULA) (if you are receiving StretchSense Software), and (if applicable) our Credit Account Terms and Conditions and any other agreement referred to above (Terms). The Terms apply to the exclusion of any standard or other terms you may have for the purchase of goods.
2. ACCEPTANCE
  StretchSense’s acceptance occurs on the earlier of when we dispatch the Hardware Products and/or Software and/or commence providing Support to you or notify you by email that we accept your order. We can reject an order for any reason. Once accepted, an order may not be cancelled without the written permission of StretchSense.
3. PRICE AND PAYMENT
  1. Unless otherwise specified in the quote for the Hardware Products, Software and/or Support, you must pay the price stated in the quote within 7 days of placing an order.
  2. Prices stated in the quote exclude sales taxes, good and services taxes, value-added taxes and taxes of a similar nature, which the Customer must pay in addition on any taxable supplies.
  3. Payment must be by electronic transfer or credit card using PayPal. Credit card payments incur a 4.0% surcharge.
  4. You must pay all costs of delivery, insurance, export and import clearance, and other taxes and duties that relate to your purchase of the Hardware Products, Software and/or Support (if applicable).
4. DELIVERY, TITLE AND RISK
  1. We will deliver the Hardware Products to the SHIP TO address stated in the quote or otherwise agreed in writing. Any stated time for delivery is an estimate only. You must accept and pay for the Hardware Products regardless of any delay. We will not be liable for any loss or damage resulting from any delay, however caused.
  2. All shipments are FCA Auckland (Incoterms 2020) unless otherwise agreed in writing.
  3. Title to the Hardware Products passes to you on the later of delivery and payment in full for the Hardware Products.
  4. Risk in the Hardware Products passes to you when we despatch the Hardware Products.
  5. If the Customer is in breach of the Terms (including failing to pay any payment when due), StretchSense or its agent will be entitled to enter upon the Customer’s premises at any reasonable time and repossess the Hardware Products.
5. TECHNICAL SUPPORT
  StretchSense will provide Support to you via email and through access to online resources. StretchSense will use reasonable efforts to respond to Support requests in a timely manner but makes no guarantee regarding response times.

HARDWARE WARRANTY
We warrant that the Hardware Products will:
1. We warrant that the Products will:
  1. at the time of delivery, meet the specifications in the quote or otherwise agreed in writing; and
  2. for 6 months from delivery, be free from material defects in workmanship and materials.
2. For MoCap Pro gloves, material defects covered by the warranty are a seam coming apart, a zip failing, a sensor short-circuit/cable break/disconnection, mechanical failure of a sensor, sensor wash-proofing failure, electronics module not charging, mechanical failure of USB-micro connector, mechanical failure of USB-C connector, and mechanical failure of the sensor breakout flexible PCB except where these defects are a direct result of a defect that is excluded from the warranty. All other defects are excluded from the warranty.
3. For MoCap Pro gloves, defects excluded from the warranty include rips/tears/holes in fabric or surface abrasion, water damage to electronics module, impact damage (including due to striking with props and fisticuffs), exposure to excessive under/over temperature (including by not following the specified washing instructions), garment discolouration and general cosmetic wear.
4. The warranties in clause 6a do not apply to any defect caused by modification of the Hardware Product by any person other than us, your breach of the Terms, any damage done as a consequence of failing to follow reasonable use guidelines, or use of the Hardware Product for a purpose not contemplated by the Terms and not authorised by us in writing.
5. If the Hardware Products do not meet a warranty, StretchSense may, at its option:
  1. Repair or replace the defective Hardware Products; or
  2. Refund the purchase price of the Hardware Products to the Customer.
6. The remedies under clause 6e are the Customer’s sole remedy against StretchSense for breach of warranty.
7. If a defect is not covered by this warranty, StretchSense will provide Customer with a quote for repair, and it will be at the Customer’s discretion whether to proceed with the repair.
8. To the maximum extent permitted by law, our warranties are set out in this clause 6 and all other conditions and warranties, including any as to the merchantable quality or fitness for purpose (including a particular purpose) are excluded.
SOFTWARE WARRANTY
Warranties for Software can be found in the StretchSense End User Licence Agreement (EULA).
INTELLECTUAL PROPERTY
1. We (and our licensors) own all intellectual property rights in the Hardware Products, Software and any accompanying documentation.
2. Your use of any Software, including Hand Engine, is governed by and subject to the terms of the EULA. By placing an order for Software, you agree to the EULA.
3. Subject to your continued compliance with the Terms, in the case of the Hardware Products we grant you a worldwide, non-exclusive licence to use the Hardware Products for the purposes of your internal research and evaluation of the Hardware Products, or for your commercial use in consumer electronics, motion capture and augmented/virtual reality, and sports and fitness industries.
4. Except for the limited licence granted above and in the EULA, nothing in the Terms acts to assign or licence any of our (or our licensors’) intellectual property rights to you.
5. Except to the extent expressly permitted by law that cannot be excluded by the Terms, you must not copy, modify, decompile, reverse-engineer, re-sell, sub-license or otherwise deal in the Hardware Products and/or Software without our written consent.
6. If you provide StretchSense with ideas, comments or suggestions relating to the Hardware Products, Software or their documentation (together Feedback):
  1. all intellectual property rights in that Feedback, and anything created as a result of that Feedback (including new material enhancements, modifications or
    derivative works), are owned solely by StretchSense; and
  2. StretchSense may use or disclose any Feedback for any purpose.
PUBLICITY RIGHTS
You agree that we may identify you as a user of the Hardware Products and/or Software (as applicable) on our website and in our marketing and other promotional materials. You grant us a non-exclusive, royalty-free licence to use, publish and display your name, trademarks, logos and designs (Brands) for these purposes. We will use your Brands only in accordance with any usage and marketing guidelines provided by you from time to time. You may withdraw our rights under this clause at any
time by written notice to us.
LICENSOR STATEMENTS
1. Parker Hannifin Corporation: StretchSense Hardware Products that utilise dielectric electro-active polymer (DEAP) technology are manufactured and supplied under licence from the Quick Coupling Division of Parker Hannifin Corporation, Minneapolis, MN, USA (Parker). Such licence enables us to manufacture and supply Parker DEAP transducer products generally for evaluation and application validation purposes, and commercially for consumer electronics, motion capture and augmented/virtual reality, and sports and fitness industries. Commercial use in other industries is subject to Parker’s consent.
2. Auckland UniServices Limited: Our Hardware Products that utilise certain sensor technologies are manufactured and supplied under licence from Auckland UniServices Limited in Auckland, New Zealand (UniServices). These licensed technologies originally being created by the Biomimetics Lab at the Auckland Bioengineering Institute. Such licence enables us to manufacture and supply sensor products for evaluation, application validation, and commercial purposes for all fields.
LIABILITY
Our maximum aggregate liability to you in connection with the Hardware Products, Software, and/or Support will not exceed the amount paid by you for the Hardware Products, Software and/or Support. We are not liable to you for any loss of profit, revenue, savings, business, data, goodwill, or any consequential, indirect, incidental or special damage or loss of any kind.
EXPORT CONTROL
You must comply with all applicable export control laws and not export or re-export Hardware Products or technical data you receive other than in compliance with the applicable export control laws. You are responsible for obtaining any required licences to export, re-export or import Hardware Products or technical data.
GENERAL
1. Any waiver by us must be in writing and signed by us.
2. Any illegality, unenforceability or invalidity of a provision of the Terms does not affect the legality, enforceability or validity of the remaining provisions.
3. Any variation to the Terms must be in writing and signed by both parties.
4. The Terms set out everything agreed in relation to the supply of the Hardware Products, Software and Support and supersede and cancel anything discussed, exchanged or agreed prior to you agreeing to the Terms. The parties have not relied on any representation, warranty or agreement relating to the subject matter of the Terms that is not expressly set out in the Terms, and no such representation, warranty or agreement has any effect from the date you agreed to the Terms. If there is any inconsistency between the invoice and the other Terms, the other Terms prevail.
5. You must not assign or transfer your obligations without our prior written consent.
6. The Terms are governed by and interpreted in accordance with, the laws of New Zealand. We both submit to the non-exclusive jurisdiction of the courts of New Zealand in relation to any dispute connected with the Terms.