Terms and Conditions

Terms and Conditions for Activity Providers and Organisations

1. DEFINITIONS

1. 1.1.In these Terms of Service:
   • “Agreement” means these Terms of Service as may be varied by us from time to time.
   • “Confidential Information” includes the Documentation, source code in relation to the Service and the Website and any information relating to our business or financial affairs, trade secrets, specialised know‐how or practices or our clients or customers. It does not include any information which is already in the public domain at the time it is disclosed to you, or becomes available to the public domain other than via breach of this Agreement, or was received by a third party who had the legal right to disclose the information, or was already in the recipient’s possession prior to being disclosed to the recipient by you.
   • “Customer Fees” means all fees charged by you to Customers using the Service to purchase your goods and services.
   • “Customers” means end users of the Service who are your customers.
   • “Data” means any data entered or uploaded to the Website by you or otherwise entered or uploaded with your express authority or using your username and password or your Users’ usernames and passwords.
   • “Documentation” means the online Wiki on the Website which includes such information as is reasonably required to enable the proper and full use, operation and support of the Service.
   • “Intellectual Property Rights” means any patent, trade mark, service mark, copyright, moral right, design, know‐how and any other intellectual or industrial property rights anywhere in the world whether or not registered.
   • “Active Attendees” is defined as an attendee that has made one or more bookings within a rolling 6 month period to any activity. Attendees are only counted once in that period. The Active Attendees are specified on the Pricing Plan or proposal Page for the pricing plan selected by you and visible in the application.
   • “Payment Gateway” means the payment gateway system operated by us pursuant to which we collect payment from Customers on your behalf.
   • “Pricing Plan Page” means the pricing plan page of the Website.
   • “Privacy Policy” means our privacy policy found on the Website.
   • “Service” means any services made available to you through the Website and includes any modifications, improvements or upgrades to such services.
   • “Service Fees” means the fees payable by you for the pricing plan selected by you on the Pricing Plan Page and any other fees specified as payable by you on the Pricing Plan Page.
   • “Software” means any and all software that is available through the Website or otherwise provided by us, including mobile applications.
   • “Users” means your employees and contractors using the Service.
   • “We”, “us” and “our” shall mean Enrolmy Limited and any of our agents or employees.
   • “Website” means www.enrolmy.com and enrollmy.com.
   • “You” and “your” shall mean the person or entity accessing the Website and using the Service.
2. 2. Acceptance
3. 2.1. By using the Service or browsing or using any part of the Website, you accept and agree to be bound by this Agreement together with any other operating rules, policies or procedures published on the Website by us.
4. 2.2. We may vary this Agreement at any time by giving you 15 days notice. If you do not agree with any change to this Agreement, your sole remedy is to terminate your use of the Service.
5. 3. Right to use the service
6. 3.1. In consideration of you agreeing to the terms set out in this Agreement, we grant you a non‐transferable and non‐exclusive right to access and use the Service through the Website.
7. Availability
8. 3.2. We will use our reasonable endeavours to ensure that the Service and the Website remain available to you.
9. 3.3. You are responsible for using the service over a quality internet connection, with a suitable quality device.
10. 3.4. Notwithstanding clause 3.2, to the maximum extent permitted by law we accept no responsibility whatsoever for any loss arising due to unavailability of the Service or the Website.
11. 4. Your Obligations
12. Purpose
13. 4.1. You will use the Service only for the purpose for which it was made available to you and in accordance with the Documentation.
14. Usernames and passwords
15. 4.2. You must ensure that all passwords required to access the Service are kept secure and confidential by you and your Users. You must immediately notify us if you become aware of any un-authorised use of your or your Users’ passwords or any other breach of security and you agree to be responsible for any act or omission of any person who accesses the Website or uses the Service using your or your Users’ usernames and passwords.
16. Employees and contractors
17. 4.3. You must ensure that your Users comply with the terms of this Agreement. Any breach of this Agreement by your Users (or any act or omission by any of them which would have been a breach of this Agreement if the act or omission had been undertaken by you) shall be deemed to be a breach of this Agreement by you.
18. Maximum Users
19. 4.4. The number of staff users of the main administration application is not limited.
20. Restrictions
21. 4.5.You must not:
    1. 4.5.1. in any way infringe upon, adapt, alter, modify, revise, copy, create derivative works from, reverse engineer, decompile or profit from the Service or any part of it;
    2. 4.5.2. in any way interfere, attempt to interfere or cause or permit interference with the Service or its normal operation;
    3. 4.5.3. use the Service to violate any laws or regulations of any kind;
    4. 4.5.4. send us or enter into or upload onto the Website anything which infringes the rights of others or which contains a virus, malware or other harmful item or which is unlawful, indecent, threatening or offensive or which could in any way create any liability on or loss to us or to our other customers and users;
    5. 4.5.5. undermine, or attempt to undermine, the security or integrity of our systems or networks, or where the Service is hosted by a third party, that third party’s computing systems and networks; and
    6. 4.5.6. attempt to gain access to any materials other than those which you have been given express permission to access by us;
    7. 4.5.7. use the Service to facilitate any type of gambling or gaming, except for a raffle with a prize valued at less than $500;
    8. 4.5.8. use the Service to impersonate any third party.
22. Software and Links
23. 4.6. If you are allowed to download or use any Software in connection with the Services, we grant you a personal, non‐transferable, revocable, non‐exclusive licence to use the Software solely for your internal use in connection with the Services and only in accordance with this Agreement and any other written instructions issued to you by us. The Software will be deemed to be part of the Services.
24. 4.7. If providing any hyperlink to the Website or any other website belonging to us, you shall only use active links to the Website.
25. 5. Payment of fees
26. 5.1. You shall pay us the Service Fees.
27. 5.2. You acknowledge that the Service Fees are based on the number of Active Attendees not increasing beyond the limit associated with your plan or agreement.
28. 5.3. We will invoice you monthly for the Service Fees incurred by you. The Service Fees are payable on the date of invoice.
29. 5.4. Consistently exceeding the active attendees, will trigger moving your account to a plan with the next highest active attendees limit.
30. 5.5. Receipt of a cheque, bill of exchange or other negotiable instrument shall not constitute payment until such negotiable instrument is paid in full.
31. 5.6. You will pay the Service Fees without set‐off or deduction.
32. 5.7. You acknowledge that we may vary the Service Fees at any time by notice to you.
33. 5.8. Payment of Service Fees with methods other than Credit Card may incur an administration fee.
34. Default interest
35. 5.9. Interest may be charged on any amount owing after the Due Date at the rate of 2.5% per month.
36. Suspension of the Services
37. 5.10. If you do not pay Service Fees payable under this Agreement by their due date, or fail to maintain your obligations under this agreement, we may suspend your access to the Service, Data and/or Website after giving 5 Business Days’ written notice to you, until such time as the Service Fees, interest and our costs of enforcement (in accordance with clause 9.1) are paid in full by you and your obligations are in good standing.
38. Refund Policy
39. 5.11. Should the Service be continuously unavailable for more than 12 hours, you have the right to request and receive a refund of the Monthly Service fees for the month in which the service was not provided, on a prorata basis proportional to the time period that service was not recieved.
40. 6. Invoice Payments
41. 6.1. You have the option to issue invoices through the service to be paid by your customers for your services.
42. 6.2. We are not responsible for the collection of monies owing to you.
43. 6.3. We may offer payment channels for you to receive payment for your invoices issued to your customers. By accepting payment from a customer through these payment channel for a future service, you are obligated to provide the service to your customer, or refund your customer according to your own terms.
44. 6.4. All Legislation, Taxation, Subsidy and Accounting obligations applying to the transaction between you and your customer are your responsibility.
45. 7. Modifications and Upgrades
46. 7.1. We may from time to time modify or upgrade the Service. We are under no obligation, however, to provide any modification or upgrade of the Service.
47. 7.2. Minor upgrades and Feature releases are provided at no further cost to the agreed Service Fees.
48. 7.3. Major feature releases may incur further costs to utilise. Adoption of these features is optional.
49. 7.4. In the rare cases of Services being retired, a 6 month notice period will apply, unless this is not possible due to external third parties.
50. 7.5. You do not have any right to claim losses or damages from us for any modification or upgrade of the Service.
51. 8. Intellectual Property Rights
52. 8.1. All Intellectual Property Rights in the Service, Documentation, any modification or upgrade of the Service, and any other works provided in any form whatsoever to you by us or accessible to you because of your entry into this Agreement are and remain in our ownership or the ownership of such other party as validly had, prior to this Agreement, ownership of the same.
53. 8.2. You acknowledge no Intellectual Property Rights in the Service, the Website or the Documentation will pass to you and agree that you shall not contest or challenge the ownership of the Intellectual Property Rights in the Service, the Website or the Documentation.
54. 9. Indemnity
55. 9.1.You indemnify us and our directors, agents and employees against any actions, proceedings, losses, damages, liabilities, claims, costs and expenses including fines, penalties, legal (on a solicitor to own client basis), debt collection and other professional costs on a full indemnity basis that we or any of our directors, agents or employees incurs or suffers as a direct or indirect result of any breach by you of this Agreement and/or your use of the Service, the Website or the Documentation.

10. LIMITATIONS AND EXCLUSIONS

1. 10.1.You acknowledge and agree that:
   1. 10.1.1.to the maximum extent permitted by law, we shall not be responsible or liable, whether in contract, tort, negligence or otherwise, for any loss or damage of any kind whatsoever, including, without limitation, interruption of business, access delays or data mis‐delivery or destruction incurred by you in your use of the Service, the Website or the Documentation;
   2. 10.1.2.to the maximum extent permitted by law, we shall not be in any way liable for any direct, indirect, incidental, special or consequential damages incurred by you or any third party arising from any access to, reliance on or use of the Service, the Website or the Documentation;
   3. 10.1.3.so far as the law permits, all conditions and warranties on our part which might be implied in relation to this Agreement, the Service, the Website or the Documentation are excluded;
   4. 10.1.4.you agree that you have acquired the Service for business purposes and nothing in the Consumer Guarantees Act 1993 will apply to this Agreement.

11. DATA

1. Ownership
2. 11.1. Title to, and all Intellectual Property Rights in, the Data remain your property, and you may request a copy of your data from within the application at any time.
3. Licence to use
4. 11.2.You grant to us a perpetual worldwide licence to use, copy, transmit, store, sublicence and backup the Data for the purposes of enabling you, Users and Customers to access and use the Service and for third parties to access your Data where permitted to do so under this Agreement and our Privacy Policy.
5. Warranties
   1. 11.3.You warrant that:
   2. 11.3.1. you have the right to grant us the licence under clause 11.2;
   3. 11.3.2. your Data does not infringe or conflict with the rights of third parties;
   4. 11.3.3. your Data is true and correct; and
   5. 11.3.4. you are authorised to enter or upload your Data to the Website.
6. Removal of Data
7. 11.4. We may remove your Data at any time if we believe in our sole discretion that it does not comply with this Agreement.
8. Security
9. 11.5.We will use our reasonable endeavours to ensure the security of the Data. Regardless of the security measures taken by us, no data transmission over the internet and no security software or other security feature can be guaranteed as totally secure.
   1. 11.6.You acknowledge that:
   2. 11.6.1. You understand clause 11.5; and
   3. 11.6.2. subject to using our best endeavours pursuant to clause 11.5, we do not undertake, warrant or certify the security of the Data, Service, Website or our computer system or of any information transmitted by either party or held by us and similarly do not warrant that our computer system or any electronic communication from us to you is free of viruses or other harmful content; and
   4. 11.6.3. we will not be liable for any loss caused by any unauthorised access to, use of, interference with or damage to the Data or your computer system arising from your use of the Service.
10. Third party applications
    1. 11.7.You acknowledge that the Service may utilise third party applications. Such third party applications:
    2. 11.7.1. are able to be used by you for the purposes of this Agreement;
    3. 11.7.2. will be subject to the terms and conditions of this Agreement and the third party’s end user terms and conditions;
    4. 11.7.3. are only licensed to you for use with the Service.
    5. 11.8. If third party applications are used in conjunction with the Service, you acknowledge that we may allow the providers of those third party applications to access the Data as required for the operation of their application. To the maximum extent permitted by law, we shall not be liable for any disclosure, modification or deletion of the Data resulting from any access by third party application providers.
11. Analytics and statistics
12. 11.9. We, or third parties authorised by us, may use your Data to compile statistical and analytical reports on the use of the Service by all of our customers and your Customers, which may be disclosed to third parties, provided that such reports do not identify individual users and Customers.

12. CONFIDENTIALITY

1. 12.1. You agree that any Confidential Information received by you under this Agreement shall remain confidential between the parties and shall be used only for the purposes of this Agreement.
2. 12.2. Any Confidential Information received by you under this Agreement shall not be disclosed to any third party for any reason other than is necessary to fulfill your obligations under this Agreement and otherwise as may be required by law.
3. 12.3. Any Confidential Information material received from you by Enrolmy in the Data such as unique selling points of your programs, promotion materials, shall remain Confidential and not exposed to any third party for any reason other than is necessary to fulfill obligations under this Agreement and otherwise as may be required by law.
4. 12.4. Clauses 12.1 and 12.2 and 12.3 shall survive the termination or expiry of this Agreement.
5. 
   

13. PRIVACY AND USE OF PERSONAL INFORMATION

1. 13.1.You acknowledge that you have read and accept our Privacy Policy.

14. TERMINATION

1. 14.1. You may terminate your use of the Service and this Agreement by giving notice in writing to us at any time or by using the “Close my Account” feature on the Website.
2. 14.2.We may terminate your use of the Service and this Agreement at any time for any reason by giving you 15 days’ notice in writing.
3. 14.3.You agree that all of your obligations in this Agreement are essential terms.
   1. 14.4.This Agreement and your use of the Service may be suspended or terminated immediately by us if:
   2. 14.4.1. you breach any of your obligations under this Agreement;
   3. 14.4.2. you become insolvent, cease trading, enter into a compromise or arrangement with your creditors, are placed into receivership, liquidation, bankruptcy or administration or have any of your assets compulsorily disposed of for the benefit of a creditor (in each case other than as part of a solvent reconstruction or amalgamation to which the other party has consented); or
   4. 14.4.3. you do or permit anything that causes significant and material harm to the Service or our reputation and goodwill.
4. 14.5. You agree that you will have no right to claim any loss or damages from us following the termination of this Agreement or the suspension of your use of the Service.

15. CONSEQUENCES FOLLOWING TERMINATION

1. 15.1.1.you will immediately cease use of the Service and shall return all Confidential Information in your possession to us;
2. 15.1.2.we will remove all of your Data from the Service and the Website and we will not be liable to you for any loss you incur or suffer as a result of the removal of your Data;
3. 15.1.3.all Service Fees and any other monies due to us under this Agreement will become immediately due and payable;
4. 15.1.4.Unless Clause 5.5.9 should apply, you will not be entitled to a refund or part refund of any Service Fees already paid by you.

16. GENERAL

1. No waiver
2. 16.1. No failure by us to exercise any power given to us under this Agreement or to insist upon strict compliance by you with any obligation under this Agreement and no custom or practice of the parties at variance with the terms of this Agreement and no waiver of any particular default by you shall constitute any waiver of any of our rights or your obligations under this Agreement.
3. Privity
4. 16.2. For the purpose of clarity, the undertakings contained in clause 9.1 are intended to create a benefit in favour of, and enforceable by, our directors, agents and employees.
5. Force majeure
6. 16.3. We will not be liable for any failure to fulfil our obligations under this Agreement to the extent that such failure arises from any cause reasonably beyond our control (including any failure by us to provide the Service through the Website otherwise than in connection with any act or omission by us, strikes, lockouts, riots, acts of war, epidemics, governmental interference, fire, communication line failures, equipment failures, power failures or earthquakes or other natural disasters).
7. Severability
8. 16.4. If any term or provision (the “offending provision”) of this Agreement shall be declared or become unenforceable, invalid or illegal, the other provisions of this Agreement shall remain in full force and effect as if they had been executed without the offending provision appearing and the offending provision shall nonetheless be enforceable and binding to the fullest extent permitted by the applicable law.
9. Survival
10. 16.5. The termination, revocation, expiry or repudiation of this Agreement shall not in any way restrict any right to relief or damages to which we may be entitled under this Agreement.
11. Assignment
12. 16.6. Your rights under this Agreement are personal to you and you shall not assign, convey, subcontract, sublicence or delegate any of your rights, duties or obligations under this Agreement without our express prior written consent.
13. 16.7. We may in our sole discretion assign or novate all or any of our rights, duties and obligations under this Agreement without your consent. You will, if so required by us, execute all documentation necessary to give full effect to any such assignment or novation.
14. Governing law and jurisdiction
15. 16.8. This Agreement and every matter arising from or in any way connected with the subject matter of this Agreement shall be governed exclusively by New Zealand Law and the parties irrevocably submit to the exclusive jurisdiction of the courts of New Zealand over all such matters.

17. THIRD PARTY CONDITIONS

1. Stripe
2. Certain payment processing services for Organisers on Enrolmy are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the 'Stripe Services Agreement'). By agreeing to these terms or continuing to operate as a Organiser on Enrolmy, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. 

3. As a condition of Enrolmy enabling payment processing services through Stripe, you agree to provide Enrolmy accurate and complete information about you and your business, and you authorise Enrolmy to share this information stripe can receive transaction details related to your use of the payment processing services provided by Stripe for your use in the application.

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