Welcome to the naturavitae.co.nz website!
By visiting or using naturavitae.co.nz, or make an order for Services, you agree to be bound by these terms and conditions
This website is operated by Theresa Partridge trading as NaturaVitae Natural Health and Wellness (referred to as “we”, “us” and “our”)
“you’ and/or “your” refers to anyone who uses Our Website and/or is a customer through the purchase of services or products from us.
It is now agreed as follows:
means the instruction manuals user guides and other documentation which we have agreed to write.
means intellectual property owned by us, of every sort, whether or not registered or registrable in any country, including intellectual property of all kinds coming into existence after today; and including, among others, patents, trade marks, unregistered marks, designs, copyrights, software, domain names, discoveries, creations and inventions, together with all rights which are derived from those rights. It includes in particular the know-how, software, systems and methods we may use to perform the Work for you.
means any website or service designed for electronic access by mobile or fixed devices which is owned or operated by Theresa Partridge T/A NaturaVitae Natural Health and Wellness.
means all of the services available from Our Website, whether free or charged.
means any physical product we supply in connection with any Service
means the work we do to provide the Services you have ordered.
Unless the context clearly requires otherwise, the interpretation of this agreement shall be subject to the matters listed below:
2.1. A reference to one gender shall include any or all genders and a reference to the singular may be interpreted where appropriate as a reference to the plural and vice versa.
2.2. A reference to a person includes a human individual, a corporate entity and any organisation which is managed or controlled as a unit.
2.3. A reference to a person includes reference to that person’s successors, legal representatives, permitted assigns and any person to whom rights and obligations are transferred or pass as a result of a merger, division, reconstruction or other re-organisation involving that person.
2.4. In the context of permission, “may not” in connection with an action of yours, means “must not”.
2.5. Except where stated otherwise, any obligation of any person arising from this agreement may be performed by any other person.
2.6. Any agreement by either party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing.
2.7. A reference to an act or regulation includes new law of substantially the same intent as the act or regulation referred to.
2.8. In any indemnity, a reference to costs or expenses shall be construed as including the estimated cost of management time of the indemnified party.
2.9. These terms and conditions apply to all supplies of Services and Supporting Products by us to you. They prevail over any terms proposed by you.
2.10. This agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.
3. Entire agreement
3.1. We represent, warrant and guarantee that as a qualified and registered Naturopath and Medical Herbalist, we have the full right, power and authority to prescribe, on-sell and interpret the Supporting Product, including but not limited to practitioner only supplements and products, accredited tools, methodologies, functional testing and any accompanying printed or electronic materials.
3.2. If you use Our Website in any way and make an order on behalf of another person you warrant that you have full authority to do so and you accept personal responsibility for every act or omission by you.
3.3. You accept responsibility for compliance with the laws and importation procedures of your jurisdiction which might affect your right to import, export or use of the Supporting Product, and you represent that you have or will comply with all such laws and procedures.
3.4. This agreement contains the entire agreement between us and supersedes all previous agreements and understandings between the parties.
3.5. Conditions, warranties or other terms implied by statute or common law in any country are excluded from this agreement to the extent permitted by law.
3.6. In entering into this contract you have not relied on any representation or information from any source except the definition and explanation of the Services given on Our Website.
3.7. As an exception to the previous sub paragraph, the parties may rely on information provided in writing from the manufacturers and suppliers of the Supporting Product, including but not limited to practitioner only supplements and products, accredited tools, methodologies, functional testing
4. Basis of contract
4.1. Subject to these terms and conditions, we agree to complete the Work and to provide to you some or all of the Services described on Our Website at the prices we charge from time to time.
4.2. You acknowledge that you understand exactly what is included in the Services and you are satisfied that the Services you intend to buy are suitable and satisfactory for your requirements.
4.3. The contract between us comes into existence only when we confirm that we agree to provide to you the Service you want. Your payment does not create a contract. If we decline to provide a Service that has been prepaid, we shall immediately refund the value of the Service to your bank account or credit card.
4.4. We do not offer the Services in all countries. We may refuse to provide Services if you live in a country we do not serve.
4.5. Some of our Services are now or may in future, be available to you only subject to additional terms. Those terms will be set out on Our Website. You now agree that if you choose to use any such service, the relevant terms will become part of this agreement.
4.6. If we give you free access to a Service or feature on Our Website which is normally a charged feature, and that Service or feature is usually subject to additional contractual terms, you now agree that you will abide by those terms.
4.7. We may change this agreement and / or the way we provide the Services, at any time. If we do:
4.7.1 the change will take effect when we post it on Our Website;
4.7.2 you agree to be bound by any changes. If you do not agree to be bound by them, you should not use Our Website or the Services;
4.7.3 if you make any payment for Services or Services in the future, you will do so under the terms posted on Our Website at that time.
4.8. Our contract terminates on the earliest of:
4.8.1 our completion of any Work or Service for which you have paid us. If there is any doubt as to when this is, or was, then our decision is final;
4.8.2 our having worked for the amount of time for which you have paid us, even if the Work is unfinished.
4.9. There is no contract between us for any free Service, so you do not become a client by using any free Service and we are not liable to you in any way resulting from your use of any free Service.
4.10. The price of any Service or Supporting Product may be changed by us at any time. We will never change a price so as to affect the price charged to you at the time when you buy that Service or Supporting Product.
4.11. You agree that you are bound by these terms (or the latest version of them) for all future contracts with us, whether ordered through Our Website or in some other way.
5. The Price
5.1. Charges for Services are fixed whenever it is reasonably possible for us to ascertain the price.
5.2. When we do not provide fixed charges for the Service, we will charge by the hour. In that case all Work done, including all Documentation, letters, e-mails, faxes and telephone calls made and received will be charged on a time basis in minimum units of one tenth of an hour.
5.3. Estimates of charges will be provided to you wherever possible.
5.4. Once agreed, the Price for the Services shall remain fixed for one month unless otherwise agreed in writing between us.
5.5. Prices for business Services are exclusive of any applicable goods and services tax or other sales tax.
5.6. Prices for Services which you may buy as a New Zealand consumer are inclusive of any applicable goods and services tax.
6.1. You agree to pay all sums due to us under this agreement as specified in our invoice to you by the means specified without any off-set, deduction or counterclaim.
6.2. Payment will be due to us within 7 days of the invoice date.
6.3. All prices are stated in New Zealand dollars and include GST where this is applicable
6.4. Payment may be made by credit card, bank transfer, eftpos or other payment methods described on the website or invoice.
6.5. If paying by credit card, you warrant that the credit card information that you provide is accurate, that you are authorised to use the credit card for this payment and that you have sufficient funds to cover the payment amount.
6.6. If we do not receive payment within the period required, we will cease the Work and cancel any booked consultations until you have brought your payment up to date.
6.7. If an invoice remains unpaid for more than 7 days, we have the right to engage debt collection services for the collection of unpaid amount.
6.8. Bank charges by the receiving bank on payments to us will be borne by us with the exception of credit card surcharges. All other charges relating to payment in a currency other than New Zealand dollar will be borne by you.
6.9. Any details given by us in relation to exchange rates are approximate only and may vary from time to time.
7. Acceptance of your order
This paragraph applies to Services which you buy from us, without our changing them to your specific requirements:
7.1. your order is an offer to buy from us;
7.2. nothing that we do or say will amount to any acceptance of your offer until we actually start to Work for you. At any point up until then, we may decline to supply the Services and/or Supporting Products to you without giving any reason.
8. Cancellations and refunds
Circumstances can change between booking with us and your appointment time.
8.1. If you cancel your services more than 24 hours in advance of the agreed start time and have paid in advance, we will provide a full refund or transfer the credit value to a rescheduled appointment at your request.
8.2. If you cancel our services within 24 hours of the agreed start time and have paid in advance, you may be entitled to a refund at our sole discretion and in limited circumstances.
8.3. Late arrival for any appointment for Services will not result in a reduction or refund of the fee if the full Services cannot be provided in the time available.
9. Supporting Products returned
These provisions apply in the event that you return any Supporting Product to us for any reason:
9.1. You must advise us by email message to [email protected] that you would like to return a Supporting Product, specifying exactly which Supporting Product and when purchased, and giving full details of the defect or other reason for return.
9.2. We will contact you to discuss the reason for wanting to return Supporting Product to check that instructions for usage or consumption have been complied with.
9.3. In returning faulty items please enclose with it a note clearly stating the fault and when it arises or arose.
9.4. If delivery was made to a New Zealand address, you are also protected by the Fair Trading Act 1986 and the Consumer Guarantees Act 1993 as amended
9.5. If we agree that the item is faulty, we will:
9.5.1 refund the cost of return postage;
9.5.2 refund, repair or replace the Supporting Product as we choose.
10. Security of your credit card
We take care to make Our Website safe for you to use.
10.1. Card payments are not processed through pages controlled by us. We use one or more online payment service providers who will encrypt your card or bank account details in a secure environment.
11. Service provision
11.1. The Services are listed and described on Our Website. Once you have paid we will contact you to tell you what help we need from you and to confirm any bookings for consultations.
11.2. The bespoke aspect of ongoing Services for individual consultations will be agreed after discussing the Care Plan or Wellness Plan that is produced following initial consultations. The plan will include expected costs and may include the option of payment plans if relevant.
11.3. You may not share or allow others to use the Services and/or Supporting Products in your name.
11.4. For safety reasons you may not share or allow others to use or consume the Services and/or Supporting Products prescribed to you as part of a bespoke Care Plan or Wellness Plan.
12. Foreign taxes, duties and import restrictions
12.1. If you are not in New Zealand, we have no knowledge of, and no responsibility for, the laws in your country.
12.2. You are responsible for purchasing Services and/or Supporting Products which you are lawfully able to import or use and for the payment of import duties and taxes of any kind levied in your country.
13. Feedback and Dispute Resolution
13.1. As a client, your experience is important to us. If you have any questions in relation to services or Supporting Products supplied to you, please contact us
13.2. If there is a dispute between the Parties in relation to these Terms, the Parties agree to the following dispute resolution procedure:
13.2.1 the complainant must tell the respondent in writing, the nature of the dispute, what outcome the complainant wants and what action the complainant thinks will settle the dispute. The Parties agree to meet in good faith to seek to resolve the dispute by agreement between them (“Initial Meeting”); and
13.2.2 if the Parties cannot agree on how to resolve the dispute at the Initial Meeting, any Party may refer the matter to a mediator. If the parties cannot agree on who the mediator should be, the complainant will ask the Law Society of New Zealand to appoint a mediator. The mediator will decide the time and place for mediation. The Parties must attend the mediation in good faith, to seek to resolve the dispute.
13.3. Any attempts made by the Parties to resolve a dispute pursuant to this clause are without prejudice to other rights or entitlements of the Parties under these Terms, by law or in equity.
14.1. Both parties are aware that in the course of our Work for you, both of us will have access to and be entrusted with information in respect of the business and operation of the other, all of which information is or may be confidential.
14.2. We both now undertake for ourselves and for every employee or sub-contractor whose services we may use both during and after completion of the Work, that we will not divulge to any person whatever or otherwise make use of (and will use their best endeavours to prevent the publication or disclosure of) any trade secret or confidential information.
14.3. For the purposes of your above undertaking, the information will be deemed to include all information (written or oral) concerning the Detailed Specification.
14.4. Each of us now undertakes to the other to make all relevant employees’ agents and sub-contractors aware of the confidentiality of information and the provisions of this paragraph and to take all such steps as will from time to time be necessary to ensure compliance by its employee’s agents and sub-contractors with these provisions.
15. Intellectual Property
Intellectual Property includes work undertaken for you and materials provided to you in the course of providing Services. Examples of this include, but are not limited to, blogs, online resources, training materials, e-books and wellness/care plans. We assert that we own the Intellectual Property rights to these materials, which are not limited to copyright which subsists in all creative and literary works and is protected by New Zealand and international laws.
You agree that at all times you will:
15.1. not disclose to any person the method of working or the Intellectual Property involved in our Work for you;
15.2. not cause or permit anything which may damage or endanger our title to the Intellectual Property;
15.3. indemnify us for any loss or expense arising from your misuse of the Intellectual Property;
15.4. on the expiry or termination of this agreement immediately stop using the Intellectual Property except as expressly authorised by us in writing;
15.5. not use any name or mark similar to or capable of being confused with any name or mark of ours;
15.6. so far as concerns software provided or made accessible by us to you, you will not:
15.6.1 copy, or make any change to any part of its code;
15.6.2 use it in any way not anticipated by this agreement;
15.6.3 give access to it to any other person than you, the licensee in this agreement;
15.6.4 in any way provide any information about it to any other person or generally.
15.7. not use the Intellectual Property except directly in our interest.
16. Disclaimers and limitation of liability
16.1. The law differs from one country to another. This paragraph applies so far as the applicable law allows.
16.2. All implied conditions, warranties and terms are excluded from this agreement. If in any jurisdiction an implied condition, warrant or term cannot be excluded, then this sub paragraph will be deemed to be reduced in effect, only to the extent necessary to release that specific condition, warranty or term.
16.3. Our Website is intended for general information purposes only. The content provided does not take into account your personal circumstances and should not be relied upon in the absence of advice from a registered practitioner or other health care professional.
16.4. The use of Our Website for information purposes does not imply a contractual relationship with us.
16.5. The use of Our Website should not be seen as a replacement for a relationship with other health care professionals and should not be relied upon for diagnostic or treatment purposes.
16.6. The information on Our Website and our Services are provided in good faith and on an “as is” basis. We make no representation or warranty that the Service or the Work will be:
16.6.1 useful to you;
16.6.2 of satisfactory quality;
16.6.3 current and fit for a particular purpose;
16.6.4 available or accessible, without interruption, or without error.
16.7. We make no representation or warranty that the Service and/or Supporting Products or the Work we provide specifically to you will achieve the target or intended results. The exception to this is where a Supporting Product is found to be faulty under section 9.
16.8. We disclaim any obligation or liability to you arising directly or indirectly from information you take from Our Website, which is used entirely at your own risk.
16.9. You agree that in any circumstances when we may become liable to you, the limit of our liability is the amount you have paid us in the immediately preceding 12 month period for the Services concerned.
16.10. We will not be liable to you for any loss or expense which is:
16.10.1 indirect or consequential loss; or
16.10.2 economic loss or other loss of turnover, profits, business or goodwill even if such loss was reasonably foreseeable or we knew you might incur it.
16.11. This paragraph (and any other paragraph which excludes or restricts our liability) applies to our directors, officers, employees, subcontractors, agents and affiliated companies as well as to us.
16.12. If you become aware of any breach of any term of this agreement by any person, please tell us. We welcome your input but do not guarantee to agree with your judgement.
17. Force majeure
17.1. Neither party will be liable for any failure or delay in performance of this agreement which is caused by circumstances beyond its reasonable control.
17.2. If we are delayed from performing our obligations due to such circumstance for a period of at least 2 months, we may terminate our agreement with you by giving 5 business days’ notice in writing.
You agree to indemnify us against all costs, claims and expense arising directly or indirectly from:
18.1. Your failure to comply with the law of any country;
18.2. Your breach of this agreement;
18.3. Any act, neglect or default by any agent, employee, you or your customer;
18.4. A contractual claim arising from your use of the Supporting Products.
This agreement may be terminated by us:
19.1. When the Work has been delivered to you or otherwise completed.
19.2. If the request for Service is found to be inappropriate for the circumstances or unlawful
19.3. We consider that our working relationship has broken down including loss of trust and confidence
19.4. If there has been a material breach of the Terms that cannot be resolved through the dispute resolution procedure.
19.5. Immediately by us if you fail to pay any additional sum due within 7 days of the date of submission of an invoice;
19.6. Immediately by either party if a trustee receiver, administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other party or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other party or for the making of an administration or bankruptcy order (otherwise than for the purpose of an amalgamation or reconstruction).
19.7. For any reason outside our control, that may compromise our ability to perform the work as agreed.
19.8. If you terminate this agreement early, you agree to pay for all Service and Supporting Products that have been provided prior to termination, including any that have been provided to you but not yet invoiced.
19.9. On termination you agree to promptly return, delete or destroy our confidential information and Intellectual Property provided to you during the term of this agreement.
19.10. To comply with statutory laws and regulations, we will retain information regarding our contractual relationship and services provided until any statutory period elapses, at which point it will be destroyed.
19.11. Any termination of this agreement by this paragraph will be without prejudice to any other rights or remedies to which a party may be entitled.
20. Miscellaneous matters
20.1. You undertake to provide to us your current land address, e-mail address, telephone number as often as they are changed together with all information that we may require to enable us to fulfil our obligations under this contract.
20.2. If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it will be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it will be binding in that changed or reduced form. Subject to that, each provision will be interpreted as severable and will not in any way affect any other of these terms.
20.3. The rights and obligations of the parties set out in this agreement will pass to any permitted successor in title.
20.4. If you are in breach of any term of this agreement, we may:
20.4.1 publish all text and Content relating to the claimed breach, including your name and email address and all correspondence between us and our respective advisers; and you now irrevocably give your consent to such publication.
20.4.2 terminate your account and refuse access to Our Website;
20.4.3 cancel any order at our discretion;
20.4.4 issue a claim in any court.
20.5. Any obligation in this agreement intended to continue to have effect after termination or completion will so continue.
20.6. No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
20.7. When you visit Our Website or send messages to us by email, you are communicating with us electronically. We communicate with you by e-mail or by posting notices on Our Website. You agree that all our electronic communications satisfy any legal requirement that such communications be in writing.
20.8. Any communication to be served on either party by the other will be delivered by hand or sent by first class post or signature required courier.
It will be deemed to have been delivered:
- if delivered by hand: on the day of delivery;
- if sent by post to the correct address: within 72 hours of posting;
- if sent by e-mail to the address from which the receiving party has last sent e-mail: within 24 hours if no notice of non-receipt has been received by the sender.
20.9. In the event of a dispute between the parties to this agreement, then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.
20.10. This agreement does not give any right to any third party.
20.11. The validity, construction and performance of this agreement shall be governed by the laws of New Zealand.