Terms of Service
PLEASE READ THESE ZIPP TERMS AND CONDITIONS OF SERVICE CAREFULLY.
These Zipp Terms and Conditions of Service set out the terms and conditions upon which Zipp Software Limited makes available the Zipp app and associated services.
These Zipp Terms and Conditions of Service prevail over any additional or inconsistent terms and conditions that may be specified by any user or organisation, and no variation to these Zipp Terms and Conditions of Service will be binding on Zipp Software Limited, unless specifically accepted by Zipp Software Limited in writing.
By clicking “I accept and have read the Zipp Terms and Conditions of Service” during the user registration process, you will be deemed to have accepted these Zipp Terms and Conditions of Service.
If you do not accept these Zipp Terms and Conditions of Service, you must not use or access or use the Zipp site and associated services.
1. Definitions
1.1
For the purposes of these Conditions, the following terms have the following meanings:
Project Disclosure Service means the service as described in clause 8.1;
Conditions means these Zipp Terms and Conditions of Service;
Contact means a user of the Service given the right to access a project, and in some cases to maintain, update or delete a project or to authorise other Contacts for a project;
Content means the information and content available via the Service;
Intellectual Property Rights means all industrial and intellectual property rights (including applications for such rights) whether conferred by statute, at common law or in equity, including, but not limited to all copyrights and similar rights that may subsist in works or other subject matter, rights in relation to inventions (including all patents and patent applications), rights in relation to trade secrets and confidential information, rights in relation to designs (whether or not registrable), rights in relation to registered and unregistered trade marks and business names, rights in relation to circuit layouts, and other rights as defined by Article 2 of the Convention of July 1967 establishing the World Intellectual Property Organisation as may exist anywhere in the world;
Project means a project that a user creates on the Service containing information about an organisation;
Service means the Zipp site and associated services provided by us (as may be modified, enhanced, developed or improved from time to time) and accessible via www.getzipp.com or such other websites or platforms as we may determine from time to time;
Subscription Fees means the subscription fees payable for the provision of the Service;
User Content means any data, reports or other information that you upload to the Service;
We or our or us means Zipp Software Limited, a New Zealand company; and
You or your means the person or organisation who registers with us as a user of the Service.
2. Use of the Service
2.1
We grant to you a licence to access and use the Service solely for the following purposes:
(a) if you are an organization owner or employee, establishing and managing projects and maintaining, updating and deleting those projects;
(b) if an organization has made you a Contact for a particular Project, accessing, maintaining and updating that Project to the extent permitted under your Contact settings;
(c) if you are an organization or your Contact settings allow you to do so:
(i) authorising other users of the Service to be Contacts for those Projects, so as to enable those other users to access, maintain or update those Projects, depending on the permission settings for those Contacts;
(ii) revoking any such authorised Contacts, or modifying the permission settings for such authorised Contacts; and
(iii) sharing with third parties, such as clients, information and documents about projects;
(d) ordering and obtaining information and services from us or our third-party service providers in connection with Projects that you are a Contact for, to the extent authorised by an organization under your Contact settings;
(e) using the messaging feature of the Service to communicate with your Contacts, or with our administration or support team members; and
(f) accessing other Content that we make available on the Service to users from time to time.
This licence is non-exclusive, non-transferable and non-sublicensable.
2.2.
As a user of the Service, your ability to establish, access, maintain, update or delete a Project will depend on your Contact settings for that Project. The Service allows a property owner to authorise other persons to be Contacts for a Project, and when authorising a Contact the organization will be required to select the permission settings applicable to that Contact. In some cases, Contacts authorised by an organization for a Project may have the ability under their user settings to authorise other Contacts for that Project. The permissions applicable to a Contact authorised under this clause 2.2 may be revoked or modified by an organization, or by any other Contact who has the ability under their user settings to revoke or modify another Contact’s permissions. However, only an organization has the ability to delete a Project.
2.3
A Project will only become fully active once it has been created by an organization.
2.4
It is free to register with us as a user of the Service and to establish, maintain and update Projects under your user account, where permitted under your Contact permissions. However, some features of the Service may only available upon the payment of fees. Users may also order additional services from third-party providers via the Service, and fees will generally be payable for these additional services.
3. Accessing the Service
3.1
You are responsible for keeping your registration login information, including your user account name and password issued to you, secret and secure. You must not permit any other person to use your login information. You must immediately notify us of any unauthorised use of your login information, and in such event we may take such actions as we deem reasonably necessary in order to maintain or enhance the security of the Service, including by temporarily suspending your access to the Service or resetting any or all user passwords.
3.2
You are responsible for making sure that your user registration details are kept up to date and are accurate. We are not responsible for any loss, damage, cost or expense arising as a result of any failure by you to keep your user registration details up to date, or as a result of any inaccurate information provided by you.
3.3
To use the Service, you will need compatible devices and operating systems, and internet access. It is your responsibility to ensure that your software, hardware and systems are able to operate with the Service, and meet any minimum specifications that may be notified by us to you from time to time. Please note that these minimum specifications may change over time as we make further changes and improvements to the Service, and it is your responsibility to ensure that your software, hardware and systems maintain compatibility with the Service.
4. Limitations on Use
4.1
You acknowledge that:
(a) the Service is a platform that we provide to organizations and their clients to assist them with project matters, but the Service relies on information uploaded or inputted by its users and third-party service providers. In particular:some text
(i) we cannot verify the completeness or accuracy of any property information made available via the Service. All such information is provided or uploaded by users of the Service, or is made available by third-party service providers. We do not vet, check or review this information; and
(ii) we do not warrant or represent that any Project accurately depicts the state or condition of any organization. Users should always check that the information they upload to the Service is complete and does not contain errors;
(b) the Service includes tools to assist people to access information about projects and to manage those projects, but we do not provide project management services.
(c) while we may require users to provide proof of identification in some circumstances, we do not provide formal identity verification services. If you have any concerns about the identity of any person using the Service, or of any person who is the subject of any User Content, you should make your own enquiries; and
(d) the Content that we make available via the Service does not constitute the provision of legal, financial or accounting advice by us. You should always ensure that you obtain appropriate legal, financial and accounting advice about property matters.
4.2
We may elect at our sole discretion to remove from the Service or modify any Content (including User Content) that we consider to be inaccurate, misleading, offensive, defamatory or otherwise in breach of these Conditions. We will not be obliged to give you prior notice of such removal or modification, or to explain our reasons for such removal or modification.
4.3
We are not responsible for the acts or omissions of any third-party service providers that you engage via the Service, or as a result of any advertisement or listing on the Service. In particular, we are not responsible for any failure by any such third-party service provider to provide services or to provide a quotation in a particular manner or within a particular timeframe. We may make available on the Service information about third-party service providers and the services they provide, but we do not endorse any third-party service providers. If you engage such a third-party service provider, then you do so at your own risk. In some cases we may act as a collection agent for payment of the applicable fees by you to a third-party service provider, but your contract for the performances of these services will be with the third-party service provider and not us. If you have any issues with or complaints about the services provided by any such third-party service provider, you should contact them directly.
5. Prohibitions on Use
5.1
You must ensure that any information you upload or make available on the Service is accurate and complete. You must not upload or make available on the Service any information that you know or ought to know is incorrect or misleading.
5.2
You must not do any of the following things:
(a) use the Service for the transmission of illegal, defamatory or offensive material, or in any fraudulent or unlawful manner. In particular, you must not use any messaging features of the Service to send offensive or defamatory or abusive messages, to harass or intimidate or threaten any person, or to send any information that you know to be false or misleading;
(b) use the Service for the transmission of material that contains software viruses or any other disabling or damaging programs;
(c) upload to the Service any Content in which you do not own the Intellectual Property Rights, unless you have a licence from the Intellectual Property Rights owner to do so;
(d) use the Service in any way that would violate any Intellectual Property Rights of any third party;
(e) damage, disable, interfere with or harm the Service, or any network or system underlying or connected to the Service, in any way whatsoever;
(f) modify, adapt, translate, reverse engineer or decompile any part of the Service, or any software comprising or underlying the Service, or in any manner attempt to derive the source code of any such software;
(g) use any robot, spider, site search/retrieval application, or other device or technological process to retrieve or index any portion of the Service, except as expressly authorised by us in writing; or
(h) encourage, assist or direct any other person to do any of the things set out in paragraphs (a) to (g) above.
If you do any of these things, you will be responsible to us for any losses, damages, costs or expenses incurred or suffered by us as a result.
6. Our Rights in the Service and Content
6.1
You acknowledge that:
(a) the Service is of significant commercial value to us and our third-party licensors;
(b) legal and beneficial ownership of:some text
(i) the Service;
(ii) the Content;
(iii) all Intellectual Property Rights in or to the Service and the Content,
(c) except as expressly stated in these Conditions, no right or licence is granted to you in relation to the Service or any Content.
6.2
(a) download, print, copy or distribute any of the Content from the Service, except to the extent we have included links to that Content on the Service specifically for the purpose of enabling users to print, download or distribute that Content. You may only use any Content downloaded or printed by you for so long as you maintain a user account for the Service;
(b) compile or extract the Content for the purpose of making such information available to others (whether as a directory or otherwise) with a view to a profit or for a fee or other consideration; or
(c) use any proprietary trade mark of us or our third-party licensors in a manner that is reasonably considered by us or our third-party licensors to be a misuse or appropriation of that trade mark.
6.3
Nothing in clauses 6.1 or 6.2 will:
(a) give us any rights or interests in your User Content, other than to the extent necessary to provide the Service, and any such rights or interests will remain with you or your third-party licensors; or
(b) limit your right to use, copy or otherwise exploit your User Content in any way that you may see fit.
7. Service Availability
7.1
We will use reasonable endeavours to keep the Service operational 24 hours a day, seven days a week. However, no warranty or representation is given that the Service will be uninterrupted or error-free.
7.2
Any bugs, errors, defects or unexplained outages within the Service that you become aware of should be reported to us by email to feedback@getzipp.com. No warranty or representation is given by us that any bugs, errors, defects or unexplained outages within the Service will be responded to or resolved within any particular time period, or that any resolution to a particular issue will be possible or practical from a technical or business administrative perspective.
7.3
You acknowledge that:
(a) the operation and availability of the systems and networks used by you to access the Service, such as computer systems and the Internet, may be unpredictable and prevent use of or access to the Service; and
(b) there may be occasions where some or all of the Service is unavailable, for example to permit maintenance, or due to unexpected or uncontrollable outages. We will use reasonable endeavours to notify users in advance of any significant planned service outages.
7.4
You must not use the Service for any purpose that requires uninterrupted availability of the Service and where interruption of the Service may cause death, personal injury, physical injury or property damage.
8. Project Disclosure Service
8.1
We offer a Project Disclosure Service as part of the Service, where an organisation will disclose the broad information about their internal service workflows to their clients. This information includes the broad steps on how the service is carried our or a product is made. The internal timeline programme is also given to the clients. Providing clients with constant insights, providing clarity and confidence at every step.
8.2
The information and functionality that a user will have access to in relation to a Project registered on the Project Disclosure Service will differ, depending on whether the user is the organisation or it’s clients.
8.3
The Project Disclosure Service is made available to clients for the purposes of convenience only. A client’s contact permissions for a Project may be revoked at any time, and in such event the client will have no recourse against either us or the organisation.
8.4
The Project Disclosure Service is a paid subscription service, and is made available for so long as the organisation continues to pay the applicable Subscription Fees. Clients do not pay Subscription Fees, but a client can only access a Project under the Project Disclosure Service for so long as the relevant property owner or its property manager Contact continues to pay the applicable Subscription Fees.
8.5
The final details of our standard monthly Subscription Fees are still to be confirmed and released. The amount of Subscription Fees payable will depend on the number of Projects, Clients or updates you register and maintain on the Project Disclosure Service.
8.6
An organisation may register or deregister a Project at any time on the Project Disclosure Service, but any such change may result in a change in the Subscription Fees payable. Any resulting increase in the Subscription Fees will take immediate effect, while any resulting reduction in the Subscription Fees will take effect from the start of the next monthly subscription period.
8.7
We may change the Subscription Fees at any time, upon giving the organisation at least 30 days prior written notice. Any such change will apply to the Subscription Fees payable after expiry of that notice period.
8.8
All Subscription Fees are payable in advance. We will not confirm the registration of a Project on the Project Disclosure Service until we have confirmed that the applicable Subscription Fees have been paid.
9. Payment Terms
9.1
All amounts payable by you to us under these Conditions (including any Subscription Fees payable in connection with the Project Disclosure Service, fees:
(a) are, unless otherwise specified, exclusive of all GST, which, where applicable, will be payable by you in addition;
(b) will be paid New Zealand dollars; and
(c) will be paid by you in full by the due date for payment, without set-off or deduction of any kind, failing which:
(i) we may charge you interest on the outstanding amount at an annual rate equivalent to the standard interest rate charged by our bankers for commercial overdrafts, plus 3%. Interest will be calculated on a daily basis from the due date until the date of actual payment; and
(ii) you will reimburse us for all costs and expenses we incur in connection with any actions or proceedings for recovery of such amounts, including all reasonable accounting costs, legal and attorney costs (on a solicitor and own client basis), court costs, and debt collection costs.
9.2
We may use third-party payment platform providers to process and collect any payments due from you under these Conditions. Those third-party payment platform providers may have their own policies and procedures that you must adhere to. We are not responsible for the acts or omissions of any third-party payment platform provider, as we have no control over their business operations or practices.
9.3
Please note that we are not required to refund any amounts paid by you to us or to any third-party service provider if you change your mind about any aspect of the Service, or if you decide that you no longer need the Project Disclosure Service or other paid services.
10. Data Security & Privacy
10.1
In the course of providing the Service we may collect, use, disclose, and hold personal information and other data about identifiable individuals, as well as other data about you and your business affairs, projects and clients. This information will be used, disclosed and held by us in accordance with our Privacy Policy.
10.2
You acknowledge that you have read our Privacy Policy and accept its terms and conditions. You acknowledge that our Privacy Policy may be amended or reviewed from time to time and that your continued use of the Service after notification of such amendments or revisions will constitute acceptance of those amendments or revisions.
11. Warranties & Liability
11.1
You warrant and represent to us that:
(a) in using the Service or uploading or making available on the Service any User Content or other information, you will comply at all times with all applicable laws, including, without limitation, the Fair Trading Act 1986, the Residential Tenancies Act 1986, the Building Act 2004, the Unit Titles Act 2010, and the Consumer Guarantees Act 1993;
(b) if you have created any Project using the Service, or have registered a Project under the Project Disclosure Service, you are either the legal owner of the relevant project or have authority from the legal owner of that project to create or register such Project;
(c) if you provide us with any personal information about any third party, you have obtained all necessary consents and authorisations from that third party to enable us to collect, use, disclose and hold such personal information in accordance with our Privacy Policy. In particular, if you designate any Project information as public via the the Service, you must ensure that the Project information does not contain personal information about any third party (such as a tenant’s contact details) without the consent of that third party; and
(d) our collection, copying and use of the User Content in connection with the Service in the manner permitted under these Conditions will not infringe the Intellectual Property Rights of any third party.
11.2
We warrant and represent to you that:
(a) we are entitled to provide the Service subject to the terms of these Conditions; and
(b) to the best of our knowledge, the use and accessing of the Service by you will not infringe the Intellectual Property Rights of any third party, provided that no such warranty or representation is given to the extent that any such infringement arises as a result of User Content or your breach of these Conditions.
11.3
You agree to defend, indemnify and hold harmless us and our third-party service providers, and the subsidiaries, affiliates, directors, officers, employees and agents of us and our third-party service providers from and against any and all claims, liabilities, losses, damages, costs and expenses that may arise as a result of:
(a) any breach by you of any of these Conditions, or of any warranty or representation given by you under these Conditions;
(b) your uploading to the Service or making available on the Service any User Content or other information; or
(c) any damage or injury to persons or property arising from your misusing the Service.
11.4
You acknowledge and agree that:
(a) we are not responsible for any loss or corruption of any data or other information contained within or created using the Service. You are responsible for ensuring your own backup of any data accessed from the Service;
(b) in entering into these Conditions, you do not rely on any representation, warranty, term or condition that is not expressly provided in these Conditions; and
(c) all conditions, warranties or other terms implied by statute or common law are excluded from these Conditions, to the fullest extent permitted by law.
11.5
Without limiting the scope of clause 12.4, but subject always to our obligations to consumers under the Consumer Guarantees Act 1993 (as set out in clause 13), we do not give any warranty, representation or undertaking:
(a) about the efficacy or usefulness of the Service, or about any fitness for a particular purpose or merchantability;
(b) that the Service will be free from bugs, defects, errors or outages; or
(c) that any Content generated or accessible via the Service will be accurate or complete.
11.6
Without limiting clauses 12.4 or 12.5, our maximum liability to you (whether in contract, tort, negligence or in any other way) arising out of any and all claims under these Conditions or relating to the Service, will not in any circumstances exceed in aggregate.
11.7
In no event will we be liable (whether in contract, tort, negligence or in any other way) to you for:
(a) loss of revenue or profit, loss of anticipated savings, loss of goodwill or opportunity, loss of production, loss or corruption of data or wasted management or staff time; or
(b) loss, damage, cost or expense of any kind whatsoever that is indirect, consequential, or of a special nature,
arising directly or indirectly from the Service or these Conditions, even if we had been advised of the possibility of such loss, damage, cost or expense, and even if such loss, damage, cost or expense was reasonably foreseeable by us.
11.8
Where you have acquired the Service in New Zealand for the purposes of your business, then for the purposes of section 5D of the Fair Trading Act 1986 (New Zealand) (FTA) and section 43 of the Consumer Guarantees Act 1993 (New Zealand) (CGA), you and we acknowledge and agree that:
(a) the Service is being provided and acquired in trade; and
(b) to the extent permitted by law, in respect of all matters covered by these Conditions, the parties are contracting out of the CGA and sections 9, 12A and 13 of the FTA.
11.9
None of the exclusions or limitations set out in these Conditions is intended to limit or exclude any form of liability that cannot be so limited or excluded under applicable law, including any liability as a service provider to consumers under the Consumer Guarantees Act 1993.
12. Consumer Guarantees Act 1993
12.1
The Consumer Guarantees Act 1993 (CGA) give consumers certain legal rights and remedies in relation to the quality and fitness for purpose of services provided New Zealand.
12.2
The CGA include guarantees that services will be carried out with reasonable care and skill and will be reasonably fit for particular purposes. You may have rights and remedies against us in relation to particular services if you acquired those services as a “consumer” under the CGA.
12.3
Any rights or remedies you may have against us under the CGA are in addition to any rights and remedies you have under these Conditions. Nothing in these Conditions purports to modify or exclude any of the conditions, warranties and undertakings, and other legal rights or remedies you may have as a consumer, under the CGA.
13. Term & Termination
13.1
These Conditions will come into effect on the date that we first provide you with access to the Service, and will continue in full force and effect until your user account has been deleted or terminated under clauses 14.2 or 14.3.
13.2
You may elect to delete your user account at any time. To delete a user account, please get in touch with your organisation admin or Zipp directly. Once an account is deleted, it cannot be reactivated again.
13.3
We may elect to terminate your user account at any time upon giving you at least 30 days prior written notice. We may also elect to terminate your user account with immediate effect by giving written notice to you if you are in breach of any of these Conditions.
13.4
If we are entitled to terminate your user account under clause 14.3, we may instead elect to suspend your access to or use of the Service with immediate effect by giving written notice to you. Any such suspension will be lifted only when the breach or issue giving rise to such suspension has been resolved to our satisfaction. Pending the lifting of any such suspension we retain the right to terminate your user account under clause 14.3. You will not be entitled to a refund or credit for any Subscription Fees or other amounts paid by you covering any period of suspension.
13.5
In the event of termination or deletion of your user account under clauses 14.2 or 14.3:
(a) we will cease to provide the Service, and you will cease to use and access the Service;
(b) you will no longer be able to access any Projects or other information made available on the Service;
(c) you may request from us a copy of the raw data for your Projects held by us, subject to paying any additional fees reasonably determined by us in order to cover the time spent by us in preparing such copy. Such copy will be provided in a format reasonably determined by us or otherwise agreed by us and you in writing;
(d) you will not be entitled to a refund of any Subscription Fees or other amounts paid by you to us;
(e) the provisions of clauses 4.3, 10.1 to 10.3, 11.1, 11.2, 12.1 to 12.9, 14.5, 15.1 to 15.5 and any other clauses intended to survive termination, together with those other provisions of these Conditions that are incidental to, and required to give effect to those clauses, will remain in full force and effect; and
(f) subject to this clause 14.5 and except for any rights and remedies of the parties that have accrued before termination, including for any prior breach of these Conditions, neither party will be under any further obligation to the other party.
14. General
14.1
We will not be liable for any failure to provide the Service due to an event of Force Majeure. For the purposes of this clause 14.1, Force Majeure includes any inability to obtain supplies or labour, industrial disputes, delays, act of God, fire, flood, storm, adverse weather conditions, or other matters beyond our reasonable control.
14.2
These Conditions embody the entire agreement of the parties in relation to the subject matter of these Conditions and supersede all prior understandings, communications and representations between the parties, whether oral or written. The parties acknowledge that they do not rely on any representation, agreement, term or condition that is not set out in these Conditions.
14.3
Your user account is personal to you. You may not assign, transfer or sub-contract any of your rights or obligations under these Conditions or in relation to your user account, without first obtaining our written consent.
14.4
We reserve the right to change these Conditions at any time, provided that in the case of a material change to these Conditions we will endeavour to give you reasonable prior notice of such material change. In the event of a change to these Conditions, we will endeavour to notify you by email, or by posting a notification of the change on the site where the Service is located. Your continued use of the Service following any such notification will be regarded by us as acceptance by you of those changes. No other amendment to these Conditions will be effective unless in writing and signed by an authorised representative of us.
14.5
These Conditions will be governed by the laws of New Zealand, and the parties submit to the non-exclusive jurisdiction of the Courts of New Zealand.