Activ-8 Health & Safety Systems documentation, reporting and training packages for Health and Safety Systems, including any modifications or updates made available to you by us (at our discretion) during the Term.
Scope of Licence
A personal, non‑exclusive and non‑transferable right for you to access and use the Service for your internal business purposes during the Term.
This agreement begins when we set up your user name and password access to the Service to be available for your use
Subscription Fee: As per Activ-8 Health & Safety Systems quote
Software Maintenance Fee (if applicable): NZD minimum 5% of subscription fee per site plus GST (if any).
We will invoice you for Fees and you will pay our invoices (including relevant taxes) by the earlier of, either the term specified on the invoice, or 20th of the month following the date of the invoice.
Intellectual Property means all intellectual and industrial property rights and interests (including common law rights and interests) including:
(a) patents, trade marks, copyright, registered designs, domain names, symbols and logos;
(b) patent applications and applications to register trade marks, service marks and designs; and
(c) tools; techniques, inventions, discoveries, developments, trade secrets, know‑how, information and logical sequences (whether or not reduced to writing or other machine or human readable form);
GST means goods and services tax payable under the New Zealand Goods and Services Tax Act 1985;
Password means the unique username, password and any other security measures we provide to enable you to access the Service and/or to protect the confidentiality of the information; and
Your Information means any information posted on the Service by you and which is stored on the Service.
2 Fees and Payment
2.1 You agree to pay the Fees to us on the Payment Terms.
2.2 We may change the Fees on the expiry of the Initial Term or any subsequent term by 30 days written notice to you. The Fees are non-refundable.
3 Your use of the Service
3.1 You must:
(a) only use the Service for the purposes for which it is provided and in accordance with any reasonable directions given by us;
(c) not use the Service in any way which is illegal or may cause harm to any other person, or could damage our network or that of any other operator and you indemnify us against any claims, damages, losses or expenses arising from such unauthorised use;
(d) use all reasonable efforts to protect the Service from unauthorised use, reproduction, distribution or publication; and
4 Our Obligations and Warranties
(a) Services include, but may not be limited to Health and Safety Systems using processes as indicated below including:
- Online documentation management
- Content management
- Online reporting forms and formats
- Online training
- Mobile application reporting forms and checklists
- Consultancy Services
4.2 If you subscribe to our support and maintenance service, in consideration for the Maintenance Fee we will use all reasonable endeavours to update the Service within 30 days of a relevant change becoming legally effective.
4.3 We will:
(a) take every reasonable precaution to ensure that the Service is reliable, adequate, and secure;
(b) use reasonable endeavours to provide you with continuous access to the Service, but we do not warrant that the Service will be continuously available. We will not be liable if the Service is unavailable to you, including due to:
- your or our operational or technological restrictions;
- downtime attributable to malfunction, whether caused by your system, our system or that of a third party;
- upgrades or preventative or remedial maintenance activities; or
- events beyond our control;
(c) give you notice as reasonably possible of the likely occurrence of any of the events in clause (b) use reasonable endeavours to provide you with continuous access to the Service, but we do not warrant that the Service will be continuously available. We will not be liable if the Service is unavailable to you, including due to: where we are aware of any of these events prior to them occurring; and
4.4 All warranties, representations or conditions other than as specifically identified in this clause 4, whether implied by statute, law, trade, custom or otherwise which would otherwise apply to the Service are expressly excluded to the fullest extent permitted by law (including that the Service is error free or secure).
4.5 You represent and warrant that you are purchasing the Service solely for business purposes and acknowledge that consequently the Consumer Guarantees Act 1993 shall not apply.
5.1 We will issue you with Passwords to access the Service.
5.2 You are responsible for any use of the Passwords, and you must not disclose any Password to an unauthorised person.
5.3 Subject to access through the use of Passwords, we will also take every reasonable precaution to ensure that the confidentiality of Your Information is protected, except if it:
(b) becomes generally known by the public other than due to a breach of this clause; or
(c) is legally required to be disclosed.
6 Intellectual Property
6.2 From time to time, Intellectual Property rights may arise, or be created, in the course of providing the Service. We will be the only owner of these rights. You agree to do anything we reasonably request to give effect to that ownership.
6.3 However, the foregoing does not affect Intellectual Property rights in Your Information.
7 Limitation of Liability
7.2 You acknowledge that we are not responsible for any use by you of, or reliance on, the service which is otherwise provided on an “as is” and “where available” basis. We have no liability or responsibility to you for any injury, loss (including, without limitation, loss of profits, data or business opportunity) or damage, whether direct, indirect or consequential, or whether arising in contract, tort, equity or otherwise arising between the parties.
(a) goes into voluntary liquidation (other than for the purposes of solvent amalgamation or restructuring) or is placed in liquidation by a court having jurisdiction; or
(b) has a receiver appointed in respect of any of its undertakings; or
(c) has a judgment made against any of its assets, which judgment remains unsatisfied for not less than 10 days.
9 Consequences of Termination or Expiry
(a) you will promptly pay to us any outstanding amounts; and
(b) you will promptly pay an amount equal to 50% of the Fees payable by you to us for the remaining period of the contract at the Fees current at the time of termination; and
You agree that we may collect personal information (as defined in the Privacy Act 1993) about you and any person using the Service. The information may be obtained from you and others, or generated from equipment used to provide our services when you and anyone else uses the Service. You may decide whether to provide any information we seek from you. However, if you do not provide it, we may not be able to provide the Service for you. You may ask to see personal information we hold about you, so long as we can readily retrieve it, and ask for any details that are wrong to be corrected. We may hold the personal information and share it with our related companies, with our officers, employees, contractors, agents and customers, with collection agencies and with credit reference agencies, so as to provide services or information to you and others, send you bills, recover money you owe and keep you informed of services available to you.
We and our related companies may communicate with you, and you consent to use, provide, receive and accept information (including notices and all other communications between us and you), in electronic form for all purposes in connection with this agreement (unless specifically agreed otherwise).
12 Transferring rights and responsibilities
13.1 We may:
(a) advise our clients and potential clients that you use the Service; and
(b) refer to your use of the Service in our advertising and marketing materials.
14 Dispute Resolution
The parties will use all reasonable endeavours to resolve any dispute between them. If the parties cannot agree the dispute will be determined in accordance with the Arbitration Act 1996 (excluding clauses 4 and 5 of the Second Schedule to that Act).
15 Entire Agreement
18 Applicable Law
19 Amendments to Agreement
Last updated 13th March 2018