Thank you for opening a Chillifire Provider account. By opening an account and accessing our materials, products and services through the Chillifire Website and the Hotspots Management System, you agree to be bound by these terms and conditions for the use of Chillifire services.
Chillifire reserve the right to modify these terms and conditions at any time and will notify users accordingly before the effective change by posting the change on Chillifire's website.
The following terms have the stated meaning:
1.1 Connect Consulting Services Limited: A limited liability company incorporated in New Zealand (Company Number 2063425) with offices at 23 Wanganui Avenue, Herne Bay Auckland, New Zealand and the holder of trademarks and associated logo and character devices.
1.2 Chillifire: A registered trademark of Connect Consulting Services Limited
1.3 Provider: Registered Chillifire account holder who operates equipment to provide Chillifire access services via Wi-Fi or cabled access. A provider can have Account status, Affiliate status or Partner status
1.4 Chillifire User: A person who has purchased internet access rights through a Povider and has a valid user account to obtain access to the Provider's equipment for access to the internet.
1.5 Materials: Chillifire's software, systems and other materials and documents provided by it to enable the operation of the Provider's wireless router as a Hotspot.
1.6 Chillifire Service: The services provided by Chillifire relating to the Provider's use of the services and materials to establish a wireless internet Hotspot and the charging by Chillifire of end-users to use Hotspots.
1.7 Chillifire Software User License: The licence as described in Clause 25 and following
1.8 Website (or Site): Each and every one of the elements and contents of the website from which one can access the products and services provided by Chillifire.
1.9 Chillifire Captive Portal (or Portal): Portal hosted by Chillifire and used by the Provider's equipment through which a Chillifire User can register and purchase services for access to the internet.
1.10 Chillifire (or Hotspot): The equipment providing access to services and the internet.
1.11 ISP: Internet service provider.
1.12 Wi-Fi: Wireless Fidelity communications technology.
1.13 Chillifire Access Time: Time that is purchased with credit card or electronic wallet by a Chillifire User in order to be able to access Chillifire’s provided by the Provider.
1.14 ‘We’ and ‘us’ refer to Connect Consulting Services Limited
1.14 ‘You’ and ‘your’ refer to the Provider
2. Providers will only be paid out once their account balance has reached a minimum of NZD100. Notwithstanding the previous clause, payments to providers are made monthly, within 1 month following the last day of the billing month. For example: revenues credited to the Provider in January will be processed on 28 February. No interest will accumulate on any payments due to the Provider. Providers will receive payment at the bank rate of the transfer. Chillifire does not provide any protection against any currency fluctuations.
3. Chillifire shall be entitled to set off and deduct from any payments due to the Provider, all bank transfer fees, withholding taxes, goods and services taxes, value added taxes and all other fees, taxes and levies that may be incurred or required to be paid in respect to the amounts being paid by Chillifire to the Provider. The Provider acknowledges that it shall reimburse and indemnify Chillifire for any such amounts upon demand made by Chillifire.
Provider's Obligations
4. The Provider shall be responsible for acquiring a broadband access to the internet from a reputable local ISP with good performance and service track record on which to base the provision of Hotspots in each location the Provider wishes to provide the Hotspot service to customers and Hotspot users.
5. The Provider acknowledges that it shall be responsible for compliance of all laws and regulations relating to its provision of Hotspots (including any licenses to operate equipment) and for payment all of its own fees to third party providers (such as but limited to ISPs) levies and taxes (including its own income tax) on all amounts paid to it by Chillifire and shall indemnify Chillifire for any claim against Chillifire relating thereto
6. The Provider shall keep and maintain its equipment to a high standard and shall upgrade as necessary, having regard to changes in technology and usage levels of the Provider's Hotspot.
7. The Provider shall, at its own expense, undertake all necessary preparations required to comply with Connect Consulting Services Limited's reasonable and customary installation and maintenance instructions and requirements. In addition, if any APs or other Provider premises equipment is being supplied to the Provider by Connect Consulting Services Limited's, it shall be supplied to Provider pursuant to the terms and conditions of a separate purchasing agreement.
8. The Provider shall not intentionally do any of the following or permit any of Provider’s customers or authorized users, or other third-parties to do any of the following:
8.1 Restrict or inhibit any other user from using and enjoying the Service and/or the Internet
8.2 Post or transmit any information or software which contains a virus, worm, bots or other harmful components
8.3 Upload, post, publish, transmit, reproduce, or distribute in any way, information, software or other material obtained through the Service which is protected by copyright or other proprietary right or derivative works with respect thereto, without obtaining permission of the copyright owner or right holder
8.4 Upload, post, publish, reproduce, transmit or distribute in any way any component of the Service itself or derivative works with respect thereto, as the Service is copyrighted as a collective work under New Zealand copyright laws
9. Chillifire will from time to time promote its service and the areas where it operates and as such reserves the right to publish the listed address of any particular Hotspot
10. Chillifire will have no obligation to correct, repair, or support, and will otherwise have no responsibility for, software, hardware or equipment that it did not supply to the provider under this Agreement.
11. The Provider is responsible for maintaining the security of its account and password. Chillifire cannot and will not be liable for any loss or damage from the Provider's failure to comply with this security obligation.
12. Chillifire cannot and does not make any guarantees or warranties regarding its service to Providers or Hotspot end-users. In particular, it does not make any representation nor give any warranty as to the amount that a Provider may receive from Chillifire or the number or nature of end-users that may use the Provider's Hotspot.
13. Chillifire will not be liable to you as the Provider or any other person/entity as regards any loss or damage caused by or arising from the use and/or interruption and/or unavailability of the service howsoever arising, including by end-users.
14. Chillifire will not be held liable for any loss or damage caused by fraudulent access or illegal activities at a Provider's Hotspot or network of Hotspots.
15. Except as expressly set forth in this agreement, to the maximum extent permitted by the applicable law, all products and services provided by Chillifire are provided on an "as is, as available, and with all faults" basis. Neither party to this agreement (including their respective affiliates) makes any, and each party hereby specifically disclaims any, representations, conditions or warranties, express, statutory or implied, regarding the materials, products, services or equipment. Without limiting the generality of the previous clause, Chillifire specifically disclaims any warranty regarding the materials, products, services or equipment. Without limiting the generality of the previous clause, Chillifire specifically disclaims any warranty regarding the profitability or availability of services. Chillifire makes no guarantees that the service will be error free, uninterrupted, secure, virus-free or always available or available with sufficient capacity. Chillifire makes no warranty that the system will work on every computer or computer system. Chillifire and its affiliates will have no responsibility for damage or destruction to any computer system, data, information, property or equipment. Chillifire will have no responsibility for any third party content, data, information, programs or other material that may be accessed using the services.
16. Under no circumstances, including, but not limited to, negligence, shall Chillifire be liable for any special or consequential damages that result from the use of, or the inability to use, the Chillifire service, equipment or Materials, even if it or its authorized representative has been advised of the possibility of such damages. Applicable law may not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you. No advice or information, whether written or oral, obtained by you from Chillifire or from or through the website shall create any warranty not expressly stated in the terms of use. In no event shall Chillifire's total liability to you for all damages, losses, and causes of action (whether in contract, tort (including, but not limited to, negligence) or otherwise) exceed the amount paid by you, if any, for purchasing any services, equipment, Materials or products.
17. Providers pay no fees for establishing a Provider account. Providers pay no fees for software licenses.
18. Providers pay fees for the materials and service provided by Connect Consulting Services Limited, used by the Provider to establish a wireless internet Hotspot and the charging by Chillifire of end-users to use Hotspots
19. Managed accounts agree to use Connect Consulting Services Limited own payment gateway allowing Connect Consulting Services Limited to collect end user payments directly from the end-user. Affiliate and partner level accounts can elect to also use Connect Consulting Services Limited’s payment gateway, and are then subject to the same terms and conditions regarding the payment of such funds: A invoicing period shall be defined as a complete calendar month from the first to the last day of that month, regardless of the actual number of days within that month. The Provider’s share of the end-user fees will be transferred to the Provider’s nominated bank account no sooner than 30 calendar days after the last day of the month the end user fees were collected. Invoicing issues have to be raised with Connect Consulting Services Limited within 30 days after receipt of the account statement. Should the provider fail to nominate a bank account or nominate an invalid bank account, so that the transfer of the Provider’s share of fees is not possible, all funds, including the Provider’s share, will fall to Connect Consulting Services Limited 90 days after the last day of the month the end user fees were collected.
20. Invoices are will be sent electronically (via email) only by Connect Consulting Services Limited or affiliates to the Provider on or after the 3rd of each month for the month preceding. Invoices are to be paid in full ten working days after they have been sent by Connect Consulting Services Limited. Non-receipt of invoices due to malfunctioning electronic data transmission will not relief the Provider from this obligation.
21. Non-payment of fees by the Provider will entitle Connect Consulting Services Limited to immediately shut down the Provider’s account and to service any Hotspots previously managed by the Provider. Direct management does include but is not limited to the direct collection of end-user fees through Connect Consulting Services Limited payment gateway.
22. Custom build solutions (typically for providers of ‘partner’ level) will be priced on an individual basis and a monthly flat fee for the service provided shall apply. We expect a minimum of 6 months of upfront payment of this service fee before commencing the build of a custom solution. Whatever upfront payment is paid by the provider to Connect Consulting Services Limited shall be non-refundable in its entirety and under any circumstances.
23. The service fee prices are published on www.chillifire.net and are subject to change without notice. Providers will pay all sales and use taxes incurred by the Provider arising from the Provider’s use of the Service. Provider shall carry all bank fees and other fees relating to the transmission of funds.
24. The Provider shall have a limited, non-exclusive license during the term of the agreement to use the trade names, trademarks, and service marks of Chillifire as approved by Chillifire strictly for the purpose of advertising and marketing its Hotspots; and Chillifire and its affiliates shall have a royalty-free license to use the trade names, trade marks and service marks of the Provider for which the Provider holds all rights necessary for use and to grant use in connection with this agreement. Each party agrees not to act in any manner that could impair or infringe upon the trademark rights of the other party
25. The Provider acknowledges and agrees to the Chillifire Software User License as follows:
This firmware that Connect Consulting Services Limited is providing for your use, is a set of programs developed under the GPL license, and is now distributed for installation in certain Wi-Fi Linksys router models (i.e. WRT54GL, WRT54G version 1 to 4, WRT54GS version 1 to 4, and WRTSL54GS) and other approved and tested Wi-Fi Routers approved by Chillifire.
26. This Chillifire firmware is free software. You may redistribute and/or change it according to the terms of the GNU General Public License as published by the Free Software Foundation, in its current version 3.
27. This firmware is distributed WITHOUT ANY GUARANTEE: neither the implicit COMMERCIAL guarantee or without guaranteeing the CONVENIENCE FOR PRIVATE USE. Please refer to the GNU General Public License for more details.
28. The Chillifire firmware source code contains various third party software packages. All Chillifire or OpenWrt specific additions are licensed under the terms of the GNU General Public License (version 3). You can find the exact licensing terms of other parts in the unmodified software archives included in our source release in the download directory.
29. This Agreement shall commence on the date that Provider creates a provider account as a Chillifire Hotspot provider and shall continue for an unspecified period. Chillifire has the right to present new terms and conditions to the Provider at any time, with reasonable notice, as the service offering changes.
30. Chillifire may terminate this Agreement at any time without cause or reason with one month’s notice and the Provider shall not have any claim against Chillifire for such termination.
31. Chillifire may terminate this Agreement at any time with reason (such as but not limited to non-payment of fees) without notice and the Provider shall not have any claim against Chillifire for such termination.
32. The provider may terminate this Agreement at any time without cause or reason, unless a specific Provider contract on partner level has been signed between the provider and Connect Consulting Services Limited with more specific and overriding termination clauses.
33. On termination for with or without reason, the Provider shall immediately cease to use Chillifire's Materials, trade names, trademarks, and service marks.
34. On termination the Provider shall have no right to reclaim fees for materials and services provided by Connect Consulting Services Limited and affiliates, regardless whether they have been consumed or used by the Provider or not.
35. If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of its provisions will continue in full force and effect as if this Agreement had been executed with the invalid, illegal or unenforceable provision omitted.
36. This Agreement represents the final and entire agreement between you and us regarding the Service and products. Electronic images of the Agreement will be considered originals. You acknowledge that you have not relied on any other representations not specifically included in this Agreement. Our failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. You represent that you are of legal age and have the legal capacity to enter into this Agreement. If you are contracting on behalf of a company, you represent that you are authorised to enter into this Agreement and agree to be personally liable for all accounts if you are not so authorised.
37. We suggest that you print out and keep a copy of these terms and conditions for your records. These terms and conditions shall apply to all of the Services. In addition to these terms and conditions there may be additional terms and conditions which apply to individual Services which you will be required to accept when registering for that service.
38. These terms and conditions and, where applicable, the relevant additional terms that you accept as part of the registration process for Service form the entire understanding between you and us concerning your use of the Service and supersede all previous agreements relating to the Service.
39. This Agreement is governed by and is to be construed in accordance with the laws of New Zealand and the parties hereby agree to submit to the jurisdiction of the New Zealand courts.