Terms and Conditions

TERMS AND CONDITIONS OF SUPPLY

1. Parties and application
1.1 These Terms and Conditions apply to all reports, ratings, data outputs, subscriptions, website access, and related services supplied by Paragon Property Ratings Limited (“Paragon”) to the person or entity purchasing or accessing them (“Customer”).

1.2 These Terms and Conditions apply when the Customer:
a. places an order with Paragon;
b. requests or purchases a Report or Service;
c. clicks to accept these Terms and Conditions online;
d. accesses, downloads, opens, or uses a Report or Service; or
e. otherwise confirms acceptance in writing.

1.3 If there is any inconsistency between these Terms and Conditions and any separate proposal, order form, statement of work, or engagement letter issued by Paragon, the separate document prevails to the extent of the inconsistency.
 

2. Definitions
2.1 In these Terms and Conditions:

• Business Day means a day other than a Saturday, Sunday, or public holiday in Auckland, New Zealand.

• Customer Data means any information, documents, instructions, login details, records, or materials supplied by or on behalf of the Customer.

• Fees means the charges payable by the Customer for the Reports or Services, together with any applicable GST and other agreed charges.

• Report means any digital report, rating, score, analysis, summary, commentary, or related output provided by Paragon.

• Services means the supply of Reports and any associated support, access, or related services provided by Paragon.

• Third-Party Material means any data, information, software, content, platform, or material supplied by a third party and used by Paragon in connection with the Services.

• Working Day has the meaning given to that term in the Interpretation Act 1999.

3. Nature of Reports and Services
3.1 Paragon provides Reports and Services for informational purposes only and is intended to be a consumer-facing businesses which sell reports directly to individuals who are property investors or considering property investment or other property purchases.

3.2 Reports, ratings, scores, and assessments reflect Paragon’s structured assessment framework and opinions based on information available at the relevant time. They are not guarantees of future performance and do not constitute:
a. financial advice;
b. investment advice;
c. legal advice;
d. tax advice; or
e. valuation advice.
 

3.3 The Customer is responsible for obtaining its own independent financial, legal, tax, valuation, and other specialist advice before making any investment, commercial, or strategic decision.

3.4 Paragon may rely on Third-Party Material. While Paragon may collate and present that material, Paragon does not warrant that Third-Party Material is complete, accurate, current, or error-free.

4. Orders and acceptance
4.1 An order is accepted when Paragon:
a. issues written confirmation;
b. provides access to the relevant Report or Service; or
c. otherwise begins performance.

4.2 Paragon may decline any order at its discretion, including where:
a. payment has not been received as required;
b. required information has not been supplied;
c. Paragon cannot verify the Customer’s identity or authority;
d. Paragon considers the requested use inappropriate, misleading, or unlawful; or
e. Paragon is unable to deliver the requested Service.

5. Fees and payment
5.1 The Customer must pay the Fees specified by Paragon in full in advance. All payments must be made through Stripe via Paragon’s website unless Paragon expressly agrees otherwise by written agreement to the customer or using such other payment method available via Paragon’s website.

5.2 Unless Paragon states otherwise in writing, all Fees are:
a. stated in New Zealand dollars; and
b. exclusive of GST, which is payable in addition where applicable.

5.3 Paragon may require payment:
a. in full in advance; or
b. as otherwise expressly agreed by Paragon by written agreement to the customer.

5.4 Paragon is not required to release, deliver, or provide access to any Report or Service until all due Fees have been paid in full.

5.5 If any amount is overdue, Paragon may, without limiting any other right:
a. suspend delivery or access;
b. charge default interest at 15% per annum calculated daily from the due date until payment is received in full;
c. recover reasonable costs of collection, including legal costs and debt recovery fees; and
d. set off any amount owed by Paragon to the Customer against any amount owed by the Customer to Paragon.

5.6 The Customer must not withhold payment by reason of any set-off, counterclaim, or dispute
unless required by law.

5.7 If the Customer disputes costs paid to Paragon, the Customer must notify Paragon in writing within 2 Working Days of receipt of good or services supplied by Paragon and the notice must identify the disputed amount and the reasons for such dispute. Further, the undisputed portion must still be paid by the due date.
 

6. Delivery and access
6.1 Unless otherwise agreed, Reports and Services are delivered electronically by email to the email address nominated by the Customer.

6.2 Delivery is deemed to occur upon transmission by Paragon to the Customer’s nominated email address.

6.3 Any delivery timeframe stated by Paragon is an estimate only. Paragon is not liable for delay
caused by:
a. incomplete or inaccurate Customer Data;
b. Customer delay in providing instructions, approvals, or access;
c. failure of third-party systems, software, or data sources;
d. events outside Paragon’s reasonable control; or
e. system maintenance, outages, or cyber incidents affecting electronic delivery.
6.4 The Customer is responsible for:
a. providing accurate contact and delivery details;
b. maintaining adequate internet access, software, and device capability;
c. keeping login credentials secure; and
d. ensuring that persons accessing the Report or Service are authorised to do so.
6.5 Once a Report has been delivered or made available electronically, the Customer bears the risk of loss arising from unauthorised access caused by the Customer’s systems, credentials, internal controls, or onward disclosure.
 

7. Refunds, cancellations, and re-supply
7.1 Subject to clause 7.5 and any rights that cannot lawfully be excluded or limited, the Customer is
not entitled to a refund for change of mind.

7.2 If the Customer cancels an order before delivery and before work has commenced, Paragon may
at it's own discretion:
a. cancel the order; and
b. retain or charge a reasonable amount for work already completed, time incurred, third-party costs committed, and administrative expenses.

7.3 If a Report or Service:
a. is not materially as described;
b. is affected by a material processing error attributable to Paragon; or
c. cannot be accessed due to an issue within Paragon’s reasonable control,
Paragon may, at its option and subject to law:
i. correct the error; or
ii. re-supply the Report or Service; otherwise
iii. only as last resort where the remedies above are not available, then Paragon will refund the amount paid for the affected Report or Service.

7.4 No refund is payable to the extent that the issue arises from:
a. inaccurate, incomplete, outdated, or misleading Customer Data;
b. errors or omissions in Third-Party Material;
c. the Customer’s systems, software, security settings, or access controls;
d. misuse of the Report or Service by the Customer or a third party; or

e. the Customer’s dissatisfaction with an opinion, rating, score, or conclusion that was properly produced in accordance with the stated methodology.

7.5 Nothing in these Terms and Conditions excludes or limits any rights the Customer may have under the Consumer Guarantees Act 1993, the Fair Trading Act 1986, or any other law, where such rights cannot be excluded or limited.

7.6 If the Customer acquires the Report or Service in trade and for business purposes, and both parties are in trade, the parties agree that, to the maximum extent permitted by law:
a. the Consumer Guarantees Act 1993 does not apply; and
b. sections 9, 12A, and 13 of the Fair Trading Act 1986 are contracted out of, provided that it is fair and reasonable for the parties to do so.
 

8. Intellectual property ownership
8.1 All intellectual property rights in and to the Reports, Services, methodologies, scoring models, rating frameworks, templates, systems, databases, website content, branding, software, compilations, and underlying works created, developed, owned, or licensed by Paragon are and remain the property of Paragon or its licensors.

8.2 Payment of Fees does not transfer ownership of any intellectual property rights to the Customer unless Paragon expressly agrees otherwise in writing.
 

8.3 Subject to payment in full of all Fees, Paragon grants the Customer a limited, non-exclusive, non- transferable, revocable licence to use the relevant Report solely for:

a. the Customer’s own individual use; and
b. the specific purpose for which the Report was supplied.

8.4 Unless Paragon has given prior written consent in writing, the Customer must not:
a. reproduce, publish, distribute, sell, licence, assign, sub-licence, or commercialise any Report;
b. provide any Report to a third party, except to the Customer’s professional advisers who require it for advising the Customer and who are bound by confidentiality obligations;
c. alter, modify, adapt, reverse engineer, extract, or create derivative works from any Report, methodology, or system;
d. remove any copyright notice, trade mark, or proprietary notice; or
e. represent any Report as having been prepared for or addressed to a third party.

8.5 The Customer retains ownership of Customer Data supplied to Paragon. The Customer grants Paragon a non-exclusive, royalty-free licence to use, copy, process, store, and analyse Customer Data to the extent reasonably necessary to supply the Services, comply with legal obligations, improve service delivery, and maintain internal records.

8.6 The Customer warrants that it has all rights, licences, and authorities necessary to provide Customer Data to Paragon and to authorise Paragon to use it in accordance with these Terms and Conditions.

8.7 If Paragon develops any enhancement, methodology improvement, template, database structure, or general know-how while providing the Services, all resulting intellectual property rights remain vested in Paragon unless otherwise agreed in writing.
 

9. Customer responsibilities and acknowledgements

9.1 The Customer acknowledges that:
a. Reports may rely on Third-Party Material and other external inputs;
b. Third-Party Material may contain errors, omissions, delays, or inaccuracies;
c. Paragon does not control third-party systems, data sources, or client environments; and
d. investment and commercial decisions involve risk that cannot be eliminated by any report or rating product.

9.2 The Customer must:
a. provide complete, accurate, and timely information;
b. review all Reports promptly upon delivery;
c. notify Paragon promptly of any suspected material error; and
d. keep all confidential or personal information disclosed in connection with the Services secure and use it only for authorised purposes and in compliance with the Privacy Act 2020.
 

10. Liability
10.1 To the maximum extent permitted by law, Paragon’s total aggregate liability arising out of or in connection with any Report, Service, order, or these Terms and Conditions is limited to the amount of Fees actually paid by the Customer for the specific Report or Service giving rise to the claim.

10.2 To the maximum extent permitted by law, Paragon is not liable for any:
a. indirect loss;
b. consequential loss;
c. loss of profits;
d. loss of revenue;
e. loss of opportunity;
f. loss of expected savings;
g. loss or corruption of data; or
h. reputational loss,
whether arising in contract, tort (including negligence), equity, statute, or otherwise.

10.3 Paragon is not liable for any loss arising from:
a. reliance on Third-Party Material;
b. the Customer’s use of a Report for a purpose other than the purpose for which it was supplied;
c. any decision to buy, sell, hold, or otherwise deal with property or any other asset;
d. Customer systems, cybersecurity incidents, or access failures outside Paragon’s control; or
e. any failure by the Customer to obtain independent professional advice.

10.4 Nothing in these Terms and Conditions limits or excludes liability to the extent that such limitation or exclusion is prohibited by law.
 

11. Dispute resolution
11.1 If a dispute arises out of or in connection with these Terms and Conditions, the parties must first attempt to resolve the dispute through good faith discussions.

11.2 Either party may give written notice of dispute to the other, setting out:
a. the nature of the dispute;
b. the relevant facts;
c. the relief sought; and
d. the proposed basis for resolution.
 

11.3 Within 10 Working Days after a notice of dispute is received, a representative of each party with authority to settle the dispute must confer in good faith to attempt resolution.

11.4 If the dispute is not resolved within 15 Working Days after the conference referred to in clause 11.3, either party may refer the dispute to mediation.

11.5 The mediation is to:
a. be conducted in Auckland, New Zealand;
b. be administered by AMINZ or another mediator agreed by the parties; and
c. take place in accordance with the mediator’s or administrator’s standard procedures.

11.6 Each party must continue to perform its undisputed obligations while a dispute is being
resolved.

11.7 Nothing in this clause prevents either party from seeking urgent interlocutory or injunctive
relief from a court of competent jurisdiction.

11.8 If the dispute is not resolved by mediation within 20 Working Days after the appointment of a mediator, either party may commence court proceedings in New Zealand.
 

12. Privacy
12.1 Paragon may collect, hold, use, and disclose personal information in connection with the supply of Reports and Services, account administration, payment processing, legal compliance, and customer support.

12.2 The Customer must ensure that any personal information provided to Paragon has been collected and disclosed lawfully and that all required authorisations and privacy notices have been given.

12.3 Each party must comply with the Privacy Act 2020 in relation to personal information handled under these Terms and Conditions.

12.4 The Customer should also review Paragon’s separate Privacy Policy, if published, as it forms part of the overall contractual framework for the handling of personal information.
 

13. Suspension and termination
13.1 Paragon may suspend or terminate the supply of any Report or Service immediately by notice if:
a. the Customer fails to pay any amount when due;
b. the Customer breaches these Terms and Conditions and does not remedy the breach within 5 Working Days after notice;
c. Paragon reasonably suspects fraud, misuse, unauthorised onward distribution, or unlawful conduct; or
d. Paragon is required to do so by law.

13.2 Termination does not affect any accrued rights, payment obligations, or provisions intended to survive termination, including clauses relating to payment, intellectual property, liability, confidentiality, privacy, and dispute resolution.
 

14. General
14.1 These Terms and Conditions are governed by the laws of New Zealand.
 

14.2 The parties submit to the non-exclusive jurisdiction of the courts of New Zealand.

14.3 Paragon may amend these Terms and Conditions from time to time for future orders by publishing updated terms on its website or otherwise notifying the Customer. The version in force at the time of the relevant order will apply to that order.

14.4 If any provision is held to be invalid, unenforceable, or unlawful, that provision is to be read down or severed to the minimum extent necessary, and the remaining provisions continue in full force.

14.5 A failure or delay by Paragon to exercise a right does not operate as a waiver of that right.

14.6 The Customer may not assign or transfer its rights or obligations without Paragon’s prior written consent.
 

15. Contact details
15.1 Notices and communications relating to these Terms and Conditions may be sent to the company using the current contact information available on Paragon Property Ratings Limited's website.