© 2017 for Doc2Data Limited

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Terms Of Use

1. Terms

1.1. These Terms are the only terms on which we provide the Service to you. To the exclusion of any other agreements with you about the supply of the Service, the Invoice and these Terms comprise our contract with you and shall be read as one document.

1.2. Where there is any conflict between the Invoice and these Terms, these Terms shall prevail.

1.3. You will be deemed to have understood and accepted these Terms on registration of your Account. In the event you are using the Account of another user, you will be deemed to have understood and accepted these Terms by that use.

 

2. The Service

2.1. The Service will be available to you immediately following registration of your Account and email verification by you with the

activation of a secure and secret password. You acknowledge that the Service will at all times be provided through the Website and via the internet.

2.2. The Service we will provide to you will be limited to the package or variables registered to your Account. In the event you

elect to add multiple users to your Account for the Service, you shall at all times be fully responsible for those users' access and use of the Service.

2.3. We may vary, change, develop, delete, add new features or otherwise amend any of the packages or variables available as

part of the Service at any time without notice to you. You may upgrade or change your Account at any time in accordance with the procedure set out on our Website.

2.4. Unless otherwise agreed by us, you agree and acknowledge that the Service does not provide a book keeping, accounting or other professional service.

2.5. We use 128 bit SSL encryption to keep all your information and data secure. However, we will not be liable to you for any failure to keep your information or data secure at any time. The data provided to the Service will be backed up twice daily. However, we will not be held liable for any loss of data at any time.

2.6. The Service may at any time integrate with other third party applications. In the event you determine to use the integration

you agree and acknowledge that we may allow that third party application access to your data and information. We shall

not be held liable for any disclosure, deletion or loss of your data or other information resulting from such integration.

 

3. Our Responsibilities

3.1. We will endeavour to provide the Service in a professional manner and with a high level of quality and accuracy, however we

will not be liable for any error in the information provided by us at any time to you pursuant to the Service.

3.2. We will endeavour to provide the Service at all times. We will not be liable to you for any failure to supply the Service on a

specified date or within a specified period, however that failure was caused.

3.3. We will endeavour to advise you in advance if the Service will be unavailable at any time due to development, maintenance or any other reason.

3.4. At any time in supplying the Service, we may outsource any or all components of the Service. We will take full responsibility for all outsourced work, as if it had been done by us under these Terms.

 

4. Your Responsibilities

4.1. You will cooperate with us at all times in all matters relating to the Service, your Account and the Website including, but not

limited to, following any directions in respect of the Service, your Account or the Website at any time.

4.2. You will at all times ensure that all information, documentation, specifications and files provided to us are correct, accurate,

legible and complete. For the purposes of invoices sent to us, these invoices shall include (but not be limited to) information

such as: date, supplier, total and invoice number. In the event of any incomplete information, documentation, specifications

or files, the Service will process the same as an error and you will be required to complete.

4.3. On receipt of any data from the Service, you will verify the correctness and accuracy of that data before any use of that data.

4.4. You will at all times:

(a) Use the Website, your Account and the Service in accordance with these Terms and any applicable law.

(b) Access the Service and your Account through our interfaces only. You will not at any time attempt to access, or access and use, the Service or your Account through any other means (automated or otherwise).

(c) Keep the password for your Account confidential. In the event of additional users of your Account, you shall notify us of those users and you will be deemed to take full responsibility for their use of your Account and the Service.

(d) Immediately notify us if you become aware of any unauthorised access of your Account, password for your Account, the Service or the Website.

(e) Be responsible for any breach of your obligations under these Terms.

4.5. You will not at any time:

(a) Access the Account of any other user in any way.

(b) Upload, post, transmit, store or otherwise make available at any time through the Service, your Account or the Website, any content that is explicit in nature or illegal.

(c) Upload, post, transmit, store or otherwise make available at any time through the Service, your Account or the Website, any content that is, or may contain, software viruses or any other computer code, files or programs that may adversely affect any software, hardware or telecommunications equipment relating to your Account, the Service, the Website us or any of our users.

(d) Use the Website, Service or your Account in any way for promotional, marketing or other commercial purposes unless otherwise agreed by us.

(e) Use the Website, Service or your Account in any way that may create a conflict of interest for us, or in any way violate any third party rights.

(f) Use any method, device, process or means to access, retrieve or index the Website or content of the Website for any purpose including (but not limited to) construction of databases.

4.6. You agree and acknowledge that you will not at any time reproduce, replicate or in any way copy any part of, or material provided by, the Service, your Account or the Website.

4.7. You agree to indemnify us, on demand, against any costs, claims, demands, actions and liabilities incurred by us arising out of

any failure to comply with your obligations under this clause 4.

 

5. Variation and Cancellation

5.1. We may change or vary the Service at any time.

5.2. You may cancel all, or any part of, the Service at any time. All charges due up to the date of cancellation will be payable within 7 working days following the date of cancellation.

5.3. We may cancel or suspend all, or any part of, the Service or your Account at any time without notice or liability to you if:

(a) You commit a breach of any of these Terms.

(b) We reasonably believe that any of the information that you have provided to us at any time is not correct or no longer correct.

(c) You become insolvent or commit any act of bankruptcy, a receiver, liquidator, administrator or statutory manager is appointed over any of your assets or undertaking or you make or attempt to make an arrangement or composition with your creditors.

(d) Supplying the Service becomes impracticable or uneconomic due to any cause.

 

6. Our Fees

6.1. You will be charged a monthly fee based on the Service you receive. The initial pricing for your Service is based on the package selected at the time of registering your Account.

6.2. You agree and acknowledge that any use of the Service in excess of that registered to your Account will incur additional fees at the

rate at that time.

6.3. Our fees will be posted and updated on the Website at all times. You acknowledge that we may vary our fees at any time and you will be deemed to have received notice and accepted any variation on the posting and updating of the fees on the Website.

6.4. Unless otherwise notified to you, our prices are exclusive of GST, which will be charged to you at the prevailing rate.

6.5. You agree and acknowledge that our fees will continue to be charged until the Service is cancelled by you or us in accordance with these Terms.

 

7. Payment

7.1. We will prepare and send to you an Invoice each month in respect of the previous months’ Service by way of email to your

primary email address recorded in your Account.

7.2. The Invoice must be paid in full, without deduction or set off, within 7 working days following the date of invoice. Your payment is made only when funds have fully cleared through the bank’s system into our bank account.

7.3. If full payment is not made by the due date, then, without prejudice to any other rights or remedies available to us:

(a) We may cancel or suspend all or any part of the Service to you or your Account.

(b) You will be responsible for all costs.

7.4. All payments will become immediately due and payable in any of the circumstances set out in clause 5.3(a), (b), (c) or (d) above.

 

8. Warranty and Liability

8.1. Subject to clause 8.6 below, our liability under the Invoice and these Terms excludes and replaces all other warranties, conditions or obligations imposed or implied by common or statute law, usage or otherwise.

8.2. You agree and acknowledge that the Service is provided to you in accordance with these Terms and we have not at any time advised you, or in any way indicated to you, that the Service will be suitable for you. We expressly exclude any warranty that the Service will meet your particular requirements.

8.3. We are not liable for any direct, indirect or consequential loss or damage that you may suffer.

8.4. Our total liability in respect of all claims which you may have against us for the supply of the Service shall not exceed the amount as equal to our charges for the Service.

8.5. If you have a claim against us for which we may be liable under these Terms, you must write to us, giving full details of the claim, within two months of the date on which the claim arises. If you write to us within that time, we will investigate your claim. If you do not, we will not be liable in respect of that claim.

8.6. If the Consumer Guarantees Act 1993 applies, these Terms shall be read subject to your rights under that Act. Where you are acquiring the Services for the purposes of a business (as provided in sections 2 and 43 of that Act), that Act shall not apply.

 

9. Force Majeure

We are not liable for delay in performing or failure to perform our obligations these Terms if that delay or failure results from anything beyond our reasonable control. Any such delay or failure will not be a breach of these Terms and the time for performance of our obligations will be extended by a period equal to that during which performance is prevented.

 

10. Privacy Act

10.1. We may use any personal information that you give to us for credit, administration, service and marketing purposes. If you do

not give this information, we may not be able to establish your Account and provide the Service.

10.2. You have a right of access to, and may request correction of, your personal information.

10.3. We will only release information regarding you to other parties as permitted by you or as otherwise required by law. In the case of a legal requirement to release information, we will provide you with notification.

10.4. If “you” is a company, the word ”you”, where used in this clause 10, includes its directors and shareholders.

 

 

11. Intellectual property

11.1. You retain all rights, title and interest in the information, documentation, specifications and files provided to us at any time in

relation to your Account, the Service and the Website.

11.2. We retain all rights, title and interest in any copyright, trade marks, patents or other intellectual property rights in or relating to

the Service, your Account or the Website.

11.3. You agree and acknowledge that any and all intellectual property developed or produced in the course of your use of your Account, the Service or the Website shall vest in, and be owned absolutely by, us.

11.4. You warrant that any information, documentation, specifications and files or the like which you provide to us will not infringe

any intellectual property rights of any third party, and you agree to indemnify us, on demand, against any liability we may

suffer as a result of our use of such information, documentation, specifications and files or the like.

 

12. General Terms

12.1. We may amend or vary these Terms at any time. Any amendments or variations will be effective immediately when posted on

to the Website.

12.2. No delay or failure by us to exercise our rights under these Terms operates as a waiver of those rights. A partial exercise of those

rights does not prevent their further exercise in the future.

12.3. If a court decides that part of these Terms is unenforceable, the part concerned shall be deleted from the rest of these Terms,

which will then continue in force.

12.4. These Terms will be interpreted in accordance with and governed by the laws of New Zealand, and the New Zealand courts

will have exclusive jurisdiction in respect of all matters between us.

 

13. Defined Terms and Interpretation

13.1. In these Terms, the following words have the following special meanings:

 

“Account” means a registered account for use of the Service;

 

“Invoice” means the invoice for the supply of the Service;
"Archive" means "storage" of all documents types from date generated till seven year period - charge is calculate annually on space used for all stored document types. 
 
“Service” means the Doc2Data web-based service supplied by us to you at any time;
 
“Terms” means these terms of trade (as amended from time to time);

 

“we”, “our”, “us” means Doc2Data (trading name of DOC2DATA Limited), Doc2Data Limited and any of its related

companies (as defined in the Companies Act 1993) from time to time;

 

“Website” means www.doc2data.com; and “you” means the customer listed in the Account; if the customer listed is a company “you” means the company and each of the directors of the company.

13.2. For convenience, these Terms have been grouped under various headings, these headings do not affect the meaning of

these Terms.