Enrolmy | Privacy Policy

Privacy Policy & Terms and Conditions

Welcome to Enrolmy

Enrolmy enables organisations in New Zealand to plan, promote, and administer any activity. We make it easy for parents and caregivers to discover activities and book in their children. The following page contains our Terms of Service and Privacy Policy, which govern the use of our Services.

Privacy Policy

Last updated on 22nd October, 2015.
  • Thank you for visiting www.enrolmy.com (“the Site”). We respect your privacy and value your relationship with us. This privacy policy describes how we collect and use personal information collected on the Site.
  • Please read this privacy policy before submitting any personal information on this Site. By using the Site, you are accepting the policies described here. We suggest that you frequently review the privacy policy to ensure that you fully understand how your personal details will be used and that you are aware of any changes we have made from time to time to this privacy policy.

1. Information we collect and how we use it

  • We do not need any personal information if you simply browse the Site. However, if you intend to register to use the Site, we may ask you to provide certain personal information that will be used to identify you or to enable us to communicate with you about your sales status either online or offline. We may require information such as your email address, postal address, name and mobile number. All these personal details will be stored and kept in strict confidence, subject to the terms of this Privacy Policy and our Terms of Service with you.
  • We may also contact you to seek your comments about our service and notify you about important changes made to the Site or our goods. Moreover, we shall also contact you with your consent, by email about products and services that may interest you.

2. Storage, access and correction

  • As required by the Privacy Act 1993, we follow strict procedures when storing and using the information you provide. We are dedicated to keeping personal information secure.  This includes physical security, computer and network security, communications security and personnel security.
  • You have rights of access to, and correction of, personal information that we hold about you.  You may correct or change the information collected at any time and as often as necessary.  To access, correct or change your personal information, please complete the “Contact Us” form on the Site.

3. Use of your information

  • We may use your personal information:
    1. (a) To share with our employees and agents to administer your account and to enable our agents to assist us in arranging promotions and programs.
    2. (b) To monitor your use of our service, for the purpose of improving our service and our customer service and marketing (including marketing using non-identifiable statistics based on your use of our service) and ensuring that our service is not abused nor used wrongfully.
    3. (c) To provide you with news, reports and promotional material that we believe may be useful or of interest to you.
    4. (d) To comply with any statutory or regulatory obligation requiring disclosure or use of the information.
    5. (e) To assist any law enforcement or governmental agency in the performance of their proper functions, if we reasonably consider disclosure or use of the information to be necessary for that purpose
    6. (f) For any use in connection with our contractual relationship with you;
    7. (g) For any legitimate purpose in connection with our business;
    8. (h) To compile statistical and analytical reports for marketing purposes on the use of our service by all of our customers and end users, provided that such reports do not identify individual customers and end users.

4. Changes to our privacy policy

  • We may change and update our privacy policy from time to time by updating this posting. Any such change and/or update of our privacy policy will take effect when it is posted on the Site. You are therefore strongly recommended to review our privacy policy whenever you use the Site.

Terms and Conditions

For Consumers and Non-Organisers For Organisers

Last updated on 25th July, 2017.

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.
    • “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.
    • “Organisers” means all persons, companies, charities, schools, incorporated societies and any other entity or organisation registered with us to provide goods or services or otherwise interact with other users of the Services.
    • “Organiser Fees” means any fees to be paid by you to Organisers for goods or services purchased by you from Organisers through the Service.
    • “Payment Gateway” means the payment gateway system operated by us pursuant to which we collect payment from Customers on your behalf.
    • “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.
    • “Software” means any and all software that is available through the Website or otherwise provided by us, including mobile applications.
    • “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. ACCEPTANCE

  1. 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.
  2. 2.2. We may vary this Agreement at any time by giving you 15 days’ notice in writing. If you do not agree with any change to this Agreement, your sole remedy is to terminate your use of the Service.

3. USE OF THE SERVICE

  1. Right to use
  2. 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 sole for the purposes of browsing the Website and interacting with Organisers, including registering for events or purchasing goods and services from Organisers.
  3. Availability
  4. 3.2. We will use our reasonable endeavours to ensure that the Service and the Website remain available to you.
  5. 3.3. 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.

4. YOUR OBLIGATIONS

  1. Purpose
  2. 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.
  3. Usernames and passwords
  4. 4.2. You must ensure that all passwords required to access the Service are kept secure and confidential by you. You must immediately notify us if you become aware of any unauthorised use of your username and 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 username and password.
  5. Restrictions
  6. 4.3. You must not:
    1. 4.3.1. 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. 4.3.2. in any way interfere, attempt to interfere or cause or permit interference with the Service or its normal operation;
    3. 4.3.3. use the Service to violate any laws or regulations of any kind;
    4. 4.3.4. 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. 4.3.5. 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. 4.3.6. attempt to gain access to any materials other than those which you have been given express permission to access by us;
    7. 4.3.7. use the Service to facilitate any type of gambling or gaming, except for a raffle with a prize valued at less than $500;
    8. 4.3.8. use the Service to impersonate any third party.
  7. Software
  8. 4.4. 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.
  9. Hyperlinks
  10. 4.5. If providing any hyperlink to the Website or any other website belonging to us, you shall only use active links to the Website.

5. PAYMENTS TO ORGANISERS

  1. Invoice Payment
  2. 5.1. The Organsiser of your Activities will invoice you directly and request you to pay your Organiser Fees for your bookings.
  3. 5.2. All Tax invoices issued by the Organiser will list payment methods, typically Electronic Bank Payment and full contact details.
  4. 5.3. All Organisers are vetted by Enrolmy's onboarding process and are assesssed as reputable and quality activity provider businesses, and monitored to ensure this remains the case
  5. 5.4. If you wish to request a refund of a invoice payment, you must request such refund direct from the Organiser. All communications and disputes regarding payments for services should be between you and the Organiser.
  6. 5.5. Enrolmy provides a feedback and dispute resolution service for issues with Providers please contact us if you have not found a satisfactory outcome.
  7. 5.6. Enrolmy securely stores credit card numbers in a third party payment provider who complies with all Payment Card Industry (PCI) security standards. The facility allows you or your Organiser to securely authorise payments against the bookings you make with your Organiser.

6. MODIFICATIONS AND UPGRADES

  1. 6.1. 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.
  2. 6.2. You do not have any right to claim losses or damages from us for any modification or upgrade of the Service, but nothing shall affect your right to terminate your use of the Service.

7. INTELLECTUAL PROPERTY RIGHTS

  1. 7.1. 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.
  2. 7.2. 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.

8. INDEMNITY

  1. 8.1. 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 unauthorised use of the Service, the Website or the Documentation.

9. LIMITATIONS AND EXCLUSIONS

  1. 9.1. You acknowledge and agree that:
    1. 9.1.1. we are not providing the Service to you, the only service we are providing to you is to grant you a non‐transferable and non‐exclusive right to access and use the Service through the Website on an “as is” basis;
    2. 9.1.2. we are not providing to you any services or goods of the Organisers and we will have no liability whatsoever for any services or goods provided to you by the Organisers;
    3. 9.1.3. 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;
    4. 9.1.4. 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;
    5. 9.1.5. without affecting your rights under the Consumer Guarantees Act 1993 (if any) and 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;
    6. 9.1.6. you agree that if you have acquired the Service for business purposes, nothing in the Consumer Guarantees Act 1993 will apply to this Agreement.

10. DATA

  1. Ownership
  2. 10.1. Title to, and all Intellectual Property Rights in, the Data remain your property.
  3. Licence to use
  4. 10.2. You grant to us a perpetual worldwide licence to use, copy, transmit, store, sublicence and backup the Data for the purposes of enabling you and Organisers 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. Use of Data by Organisers
  6. 10.3. You agree that your Data may be accessed and used by Organisers for purposes in connection with the provision of goods or services to you by Organisers or for the registration by you for events with Organisers. For the avoidance of doubt, you agree that where your data includes “health information” for the purposes of the Health Information Privacy Code 1994, you consent to the disclosure of that “health information” to Organisers.
  7. Warranties
  8. 10.4. You warrant that:
    1. 10.4.1. you have the right to grant us the licence under clause 11.2;
    2. 10.4.2. your Data does not infringe or conflict with the rights of third parties;
    3. 10.4.3. your Data is true and correct and you will ensure that you Data continues to remain true and correct; and
    4. 10.4.4. you are authorised to enter or upload your Data to the Website;
    5. 10.4.5. if you upload or enter Data on behalf of a minor, you have the appropriate authority as the parent or guardian of the minor to agree to this Agreement and grant all consents required under this Agreement on behalf of the minor.
  9. Removal of Data
  10. 10.5. We may remove your Data at any time if we believe in our sole discretion that it does not comply with this Agreement.
  11. Security
  12. 10.6. 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.
  13. 10.7. You acknowledge that:
    1. 10.7.1. You understand clause 10.6; and
    2. 10.7.2. 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
    3. 10.7.3. 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.
  14. Third party applications
  15. 10.8. You acknowledge that the Service may utilise third party applications. Such third party applications:
    1. 10.8.1. are able to be used by you for the purposes of this Agreement;
    2. 10.8.2. will be subject to the terms and conditions of this Agreement and the third party’s end user terms and conditions;
    3. 10.8.3. are only licensed to you for use with the Service.
  16. 10.9. 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.
  17. Analytics and statistics
  18. 10.10. 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 users, which may be disclosed to third parties, provided that such reports do not identify individual users and customers.

11. CONFIDENTIALITY

  1. 11.1. 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. 11.2. 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 fulfil your obligations under this Agreement and otherwise as may be required by law.
  3. 11.3. Clauses 11.1 and 11.2 shall survive the termination or expiry of this Agreement.

12. PRIVACY AND USE OF PERSONAL INFORMATION

  1. 12.1. You acknowledge that you have read and accept our Privacy Policy.

13. TERMINATION

  1. 13.1. You may terminate your use of the Service and this Agreement by giving one months notice in writing to us at any time or by using the “Close my Account” feature on the Website.
  2. 13.2. 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. 13.3. You agree that all of your obligations in this Agreement are essential terms.
  4. 13.4. This Agreement and your use of the Service may be suspended or terminated immediately by us if:
    1. 13.4.1. you breach any of your obligations under this Agreement;
    2. 13.4.2. 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
    3. 13.4.3. you do or permit anything that causes significant and material harm to the Service or our reputation and goodwill.
  5. 13.5. 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 in accordance with the terms of this Agreement.

14. CONSEQUENCES FOLLOWING TERMINATION

  1. 14.1. Following termination of this Agreement:
    1. 14.1.1. you will immediately cease use of the Service and shall return all Confidential Information in your possession to us;
    2. 14.1.2. 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.

15. GENERAL

  1. No waiver
  2. 15.1. 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. 15.2. For the purpose of section 4 of the Contracts (Privity) Act 1982, the undertakings contained in clause 8.1 are intended to create a benefit in favour of, and enforceable by, our directors, agents and employees.
  5. Force majeure
  6. 15.3. 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. 15.4. 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. 15.5. 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. 15.6. 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. 15.7. 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. 15.8. This Agreement and every matter arising from or in any way connected with the subject matter of this Agreement shall be governed exclusively by the laws of New Zealand and the parties irrevocably submit to the exclusive jurisdiction of the courts of New Zealand over all such matters.

16. 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. 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 authorize Enrolmy to share it and transaction information related to your use of the payment processing services provided by Stripe.
Last updated on 28nd November, 2015.

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.
    • “Maximum Users” means the maximum users specified on the Pricing Plan Page for the pricing plan selected by you.
    • “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. ACCEPTANCE

  1. 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.
  2. 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.

3. USE OF THE SERVICE

  1. Right to use
  2. 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.
  3. Availability
  4. 3.2. We will use our reasonable endeavours to ensure that the Service and the Website remain available to you.
  5. 3.3. You are responsible for using the service over a quality internet connection. .
  6. 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.

4. YOUR OBLIGATIONS

  1. Purpose
  2. 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.
  3. Usernames and passwords
  4. 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 unauthorised 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.
  5. Employees and contractors
  6. 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.
  7. Maximum Users
  8. 4.4. Subject to clause 5.2, you acknowledge that the number of your Users using the Service is limited to the Maximum Users.
  9. Restrictions
  10. 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.
  11. Software
  12. 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.
  13. Hyperlinks
  14. 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.

5. FEES

  1. Payment of fees
  2. 5.1. You shall pay us the Service Fees.
  3. 5.2. You acknowledge that the Service Fees are based on the number of Users not increasing beyond the Maximum Users. If you wish to increase the number of Users beyond the Maximum Users, you acknowledge that you will need to reach agreement with us on new Service Fees.
  4. 5.3. We will invoice you monthly for the Service Fees incurred by you. The Service Fees are payable on the date of invoice.
  5. 5.4. Receipt of a cheque, bill of exchange or other negotiable instrument shall not constitute payment until such negotiable instrument is paid in full.
  6. 5.5. You will pay the Service Fees without set‐off or deduction.
  7. 5.6. You acknowledge that we may vary the Service Fees at any time by notice to you.
  8. Default interest
  9. 5.7. Interest may be charged on any amount owing after the Due Date at the rate of 2.5% per month.
  10. Suspension of the Services
  11. 5.8. If you do not pay Service Fees payable under this Agreement by their due date, 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.
  12. Refund Policy
  13. 5.9. 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 portional to the time period that service was not recieved.

6. PAYMENT

  1. Invoice Payments
  2. 6.1. You have the option to issue invoices through the service to be paid by your customers for your services.
  3. 6.2. We are not responsible for collection of moneys owing to you.
  4. 6.2. All Legislation, Taxation, Subsidy and Accounting obligations applying to the transaction between you and your customer are your responsibility.

7. MODIFICATIONS AND UPGRADES

  1. 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.
  2. 7.2. You do not have any right to claim losses or damages from us for any modification or upgrade of the Service.

8. INTELLECTUAL PROPERTY RIGHTS

  1. 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.
  2. 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.

9. INDEMNITY

  1. 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 anytime.
  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
  6. 11.3. You warrant that:
    1. 11.3.1. you have the right to grant us the licence under clause 11.2;
    2. 11.3.2. your Data does not infringe or conflict with the rights of third parties;
    3. 11.3.3. your Data is true and correct; and
    4. 11.3.4. you are authorised to enter or upload your Data to the Website.
  7. Removal of Data
  8. 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.
  9. Security
  10. 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.
  11. 11.6. You acknowledge that:
    1. 11.6.1. You understand clause 11.5; and
    2. 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
    3. 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.
  12. Third party applications
  13. 11.7. You acknowledge that the Service may utilise third party applications. Such third party applications:
    1. 11.7.1. are able to be used by you for the purposes of this Agreement;
    2. 11.7.2. will be subject to the terms and conditions of this Agreement and the third party’s end user terms and conditions;
    3. 11.7.3. are only licensed to you for use with the Service.
  14. 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.
  15. Analytics and statistics
  16. 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 fulfil your obligations under this Agreement and otherwise as may be required by law.
  3. 12.3. Clauses 12.1 and 12.2 shall survive the termination or expiry of this Agreement.

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.
  4. 14.4. This Agreement and your use of the Service may be suspended or terminated immediately by us if:
    1. 14.4.1. you breach any of your obligations under this Agreement;
    2. 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
    3. 14.4.3. you do or permit anything that causes significant and material harm to the Service or our reputation and goodwill.
  5. 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. Following termination of this Agreement:
    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 section 4 of the Contracts (Privity) Act 1982, 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 the laws of New Zealand and the parties irrevocably submit to the exclusive jurisdiction of the courts of New Zealand over all such matters.