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 site 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 subscribing 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.

Additionally, if you are a Subscriber Admin, your clicking “I accept and have read the Zipp Terms and Conditions of Service” during the user registration process will also bind the relevant subscribing organisation to these Zipp Terms and Conditions of Service, and you also confirm that you have the right and authority to legally bind that subscribing organisation to 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.

Definitions
1. For the purposes of these Conditions, the following terms have the following meanings:

Conditions means these Zipp Terms and Conditions of Service;

Client User means a person described as such in clause 2.1(b);

Content means the information and content available via the Service;

Fees means the subscription fees payable for the Subscriber’s subscription to the Service, together with any other fees payable for any additional features, add-ons or extensions to that subscription from time to time (such as fees based on the number of Projects, Users or updates), as notified by us to the Subscriber via the Service or by other written means;

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 Subscriber User creates on the Service;

Service means the Zipp site and associated apps and services provided by us (as may be modified, enhanced, developed or improved from time to time) and accessible via www.getzipp.com or via downloadable apps or such other websites or platforms as we may determine from time to time;

Subscriber means the company or other organisation that has agreed to take a subscription for the Service and pay the Fees in accordance with these Conditions, and that has authorised the applicable person who clicks “I accept and have read the Zipp Terms and Conditions of Service” during the user registration process to be a User;

Subscriber Admin means a person described as such in clause 2.1(a)(iii);

Subscriber User means a person described as such in clause 2.1(a);

User means an individual who has the right to access or uses the Service under the Subscriber’s subscription, being either a Subscriber User or Client User;

User Content means any data, reports or other information that a User uploads to the Service; and

We or our or us means Zipp Software Limited, a New Zealand company.

Use of the Service
1. We grant to the User a licence to access and use the Service. The User’s rights of access and use will depend on whether the User is a Subscriber User or Client User:
  1. Subscriber User:
    1. A Subscriber User is an employee, contractor or other personnel of the Subscriber who has been authorised by the Subscriber to access and use the Service on behalf of the Subscriber.
    2. A Subscriber User may access and use the Service for the purpose of accessing, maintaining, updating or deleting Projects, or authorising other Users to join Projects. These rights of access and use will depend on the permissions granted to the Subscriber User by the relevant Subscriber Admin.
    3. At least one of the Subscriber’s Subscriber User will be a Subscriber Admin. A Subscriber Admin will have administration rights under their Subscriber User settings. These may include the right or authority to add or remove Subscriber Users or Client Users, to change the access and use rights applicable to any Subscriber User or Client User, to maintain or modify the Subscriber’s subscription to the Service, to accept notices from us to the Subscriber and/or to otherwise represent the Subscriber in connection with its subscription to the Service. A Subscriber Admin will be entitled to access and use the Service for the purpose of undertaking these activities, in addition to any other rights granted to that person as a Subscriber User.
    4. It is free to register with us as a Subscriber User, but the Subscriber’s subscription to the Service may include restrictions or limitations on the numbers or types of Subscriber User accounts available under that subscription.
  2. Client User:
    1. A Client User is a customer or client of the Subscriber, and who has been authorised by a Subscriber User on behalf of the Subscriber to access and use the Service in connection with specific Projects that relate to that customer or client. A Client User will have the right to access and use the Service in connection with those Projects only, and only to the extent permitted under their Client User settings.
    2. A Client User’s rights of access and use of the Service in connection with a Project may be revoked or modified by the Subscriber at any time, and without any prior notice. In such event, the Client User will have no recourse against us or the Subscriber.
    3. It is free to register with us as a Client User and to access and use the Service in accordance with any permissions under the Client User account.
2. No person may access or use the Service if they have not been granted any rights by a Subscriber as either a Subscriber User or Client User.
3. All licences granted under clause 2.1 are non-exclusive, non-transferable and non-sublicensable.
4. The Subscriber is responsible for all acts or omissions of its Users in connection with any accessing and use of the Service. Any breach of these Conditions by a User will also be regarded as a breach by the Subscriber of these Conditions.
Accessing the Service
1. The User is responsible for keeping their User login information, including their User account name and password issued to them, secret and secure. The User must not permit any other person to use their login information. The User must immediately notify us of any unauthorised use of their 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 the User’s access to the Service or resetting any or all User passwords.
2. The User is responsible for making sure that their 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 the User to keep their User registration details up to date, or as a result of any inaccurate information provided by the User.
3. To use the Service, the User will need compatible devices and operating systems, and internet access. It is the User’s responsibility to ensure that their software, hardware and systems are able to operate with the Service, and meet any minimum specifications that may be notified by us to the User 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 the User’s responsibility to ensure that its software, hardware and systems maintain compatibility with the Service.
Limitations on Use
1. The User and the Subscriber each acknowledge that:
  1. the Service is a platform that we provide to the Subscriber and its Users to assist them with Projects, but the Service relies on information uploaded or inputted by Users and by third-party service providers. In particular:
    1. we cannot verify the completeness or accuracy of any information made available via the Service. All such information is provided or uploaded by Users, or is made available by third-party service providers. We do not vet, check or review this information; and
    2. we do not warrant or represent that any Project accurately depicts the state or condition of any person, organisation, property or other matter. The User should always check that the information they upload to the Service is complete and does not contain errors;
  2. the Service includes tools to assist Users to access information about Projects and to manage those Projects, but we do not provide project management services; and
  3. the Content that we make available via the Service does not constitute the provision of legal, financial or accounting advice by us. The Subscriber and its Users should always ensure that they obtain appropriate legal, financial and accounting advice about any matter that relates to a Project.
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 the Subscriber or any User prior notice of such removal or modification, or to explain our reasons for such removal or modification.
3. We are not responsible for the acts or omissions of any third-party service providers that any User engages 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 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 a User engages such a third-party service provider, then they do so at their own risk. If a User has any issues with or complaints about the services provided by any such third-party service provider, the User should contact them directly.
Prohibitions on Use
1. The User must ensure that any information they upload or make available on the Service is accurate and complete. The User must not upload or make available on the Service any information that they know or ought to know is incorrect or misleading.
2. The User must not do any of the following things:
  1. use the Service for the transmission of illegal, defamatory or offensive material, or in any fraudulent or unlawful manner. In particular, the User 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 the User knows to be false or misleading;
  2. use the Service for the transmission of material that contains software viruses or any other disabling or damaging programs;
  3. upload to the Service any Content in which the User does not own the Intellectual Property Rights, unless the User has a licence from the Intellectual Property Rights owner to do so;
  4. use the Service in any way that would violate any Intellectual Property Rights of any third party;
  5. damage, disable, interfere with or harm the Service, or any network or system underlying or connected to the Service, in any way whatsoever;
  6. 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;
  7. 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
  8. encourage, assist or direct any other person to do any of the things set out in paragraphs (a) to (g) above.

If the User does any of these things, the User and the Subscriber will be responsible to us for any losses, damages, costs or expenses incurred or suffered by us as a result.

Our Rights in the Service and Content
1. The User and Subscriber acknowledge that:
  1. the Service is of significant commercial value to us and our third-party licensors;
  2. legal and beneficial ownership of:
    1. the Service;
    2. the Content;
    3. all Intellectual Property Rights in or to the Service and the Content,

will vest with us or our third-party licensors; and

except as expressly stated in these Conditions, no right or licence is granted to any User in relation to the Service or any Content.

The User must not do any of the following:
1. 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 the User to print, download or distribute that Content. The User may only use any Content downloaded or printed by it for so long as the User maintains a User account for the Service;
2. 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
3. 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.
Nothing in clauses 6.1 or 6.2 will:
1. give us any rights or interests in any User Content, other than to the extent necessary to provide the Service, and any such rights or interests will remain with the relevant User or Subscriber (as the case may be) or their third-party licensors; or
2. limit any User’s or Subscriber’s right to use, copy or otherwise exploit their User Content in any way that it may see fit.

Service Availability
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.
2. Any bugs, errors, defects or unexplained outages within the Service that a User becomes 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.
3. The User and Subscriber acknowledge that:
  1. the operation and availability of the systems and networks used by Users to access the Service, such as computer systems and the Internet, may be unpredictable and prevent use of or access to the Service; and
  2. 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.
4. The User 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.
FEES AND PAYMENT TERMS
1. In consideration for our making the Service available to Users on behalf of the Subscriber, the Subscriber agrees to pay the Fees. The Fees for each Service subscription period will be payable in advance of that subscription period.
2. If any Fees are calculated on the number of Projects, Users or updates, then any change by the Subscriber to the number of Projects, Users or updates under its subscription will result in a change to the Fees payable by the Subscriber. Any resulting increase in the Fees will take immediate effect, while any resulting reduction in the Fees will take effect from the start of the next subscription period.
3. We may change the Fees at any time, upon giving the Subscriber at least 30 days’ prior written notice. Any such change will apply to the Fees payable after expiry of that notice period.
4. All Fees payable by the Subscriber in connection with the Service:
  1. are, unless otherwise specified by us, exclusive of all goods and services taxes or sales taxes, which, where applicable, will be payable by the Subscriber in addition;
  2. will be paid in New Zealand dollars, or such other currency that we specify when the Subscriber subscribes to the Service; and
  3. will be paid by the Subscriber in full by the due date for payment, without set-off or deduction of any kind, failing which:
    1. we may charge the Subscriber 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
    2. the Subscriber 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.
5. We may use third-party payment platform providers to process and collect any Fees due from the Subscriber under these Conditions. Those third-party payment platform providers may have their own policies and procedures that the Subscriber 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.
6. Please note that we are not required to refund any Fees paid by the Subscriber if the Subscriber changes its mind about any aspect of the Service, or if the Subscriber decides that it no longer needs the Service.
Data Security & Privacy
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 the Subscriber and its business affairs, Projects, Users, personnel and clients. This information will be used, disclosed and held by us in accordance with our Privacy Policy.
2. The Subscriber and User acknowledge that they have read our Privacy Policy and accept its terms and conditions. The Subscriber and User acknowledge that our Privacy Policy may be amended or reviewed from time to time and that their continued use of the Service after notification of such amendments or revisions will constitute acceptance of those amendments or revisions.
Warranties & Liability
1. The Subscriber and User each warrant and represent to us that:
  1. in using the Service or uploading or making available on the Service any User Content or other information, it will comply at all times with all applicable laws;
  2. if it provides us with any personal information about any third party, it has 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; and
  3. our collection, copying and use of any User Content it uploads or makes available to the Service, in the manner permitted under these Conditions will not infringe the Intellectual Property Rights of any third party.
2. We warrant and represent to the Subscriber and User that:
  1. we are entitled to provide the Service subject to the terms of these Conditions; and
  2. to the best of our knowledge, the use and accessing of the Service by the User 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 a breach of these Conditions by the Subscriber or any of its Users.
3. The Subscriber agrees to defend, indemnify and hold harmless us and our subsidiaries, affiliates, directors, officers, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses that may arise as a result of:
  1. any breach by the Subscriber or any User of any of these Conditions, or of any warranty or representation given by the Subscriber or any User under these Conditions;
  2. any User uploading to the Service or making available on the Service any User Content or other information; or
  3. any damage or injury to persons or property arising from any User misusing the Service.
4. The Subscriber and User acknowledge and agree that:
  1. we are not responsible for any loss or corruption of any data or other information contained within or created using the Service. The Subscriber and its Users are responsible for ensuring their own backup of any data accessed from the Service;
  2. in entering into these Conditions, they do not rely on any representation, warranty, term or condition that is not expressly provided in these Conditions; and
  3. all conditions, warranties or other terms implied by statute or common law are excluded from these Conditions, to the fullest extent permitted by law.
5. Without limiting the scope of clause 10.4, but subject always to our obligations under clause 10.8, we do not give any warranty, representation or undertaking:
  1. about the efficacy or usefulness of the Service, or about any fitness for a particular purpose or merchantability;
  2. that the Service will be free from bugs, defects, errors or outages; or
  3. that any Content generated or accessible via the Service will be accurate or complete.
6. Without limiting clauses 10.4 or 10.5, our maximum liability to the Subscriber or any User (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:
  1. In the case of liability to the Subscriber, the Fees paid by the Subscriber in the 12 month period before the date such liability first arose; and
  2. In the case of liability to any User, NZ$100.00.
7. In no event will we be liable (whether in contract, tort, negligence or in any other way) to the Subscriber or any User for:
  1. 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
  2. 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.

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 (NZ) or the Australian Consumer Law (Australia).

Term & Termination
1. The Subscriber’s subscription to the Service will commence on the date that we first provide the Subscriber’s Users with access to the Service, and may be terminated as follows:
  1. the Subscriber may elect to terminate its subscription at any time. [is this correct, or is prior notice required?] To do so, the Subscriber or its Subscriber Admin should email us at [insert email address], or follow the instructions for terminating a subscription set out on the Service. Any such termination will take effect at the end of the then current Service subscription period; and
  2. we may elect to terminate the Subscriber’s subscription:
    1. with immediate effect on giving written notice to the Subscriber, if the Subscriber is in breach of any of these Conditions; or
    2. in any other circumstances, upon giving the Subscriber at least 30 days’ prior written notice.
2. Termination of a Subscriber’s subscription to the Service will result in the deletion of all User accounts.
3. The User’s account may also be deleted as follows:
  1. the User account may be deleted by the Subscriber at any time (via a Subscriber Admin or a Subscriber User, depending on the permissions granted to them);
  2. we may also delete the User account at the request of the Subscriber or the User. The User may request the deletion of their User account by emailing us at [insert email address] or by following the instructions for deleting a User account set out on the Service; or
  3. we may delete a User account with immediate effect if the User is in breach of any of these Conditions.
4. Deletion of a User account means that the User will not be able to access or use the Service. Once a User account has been deleted, it cannot be reactivated again.
5. If as a result of a breach of any of these Conditions we are entitled to terminate the Subscriber’s subscription to the Service or to delete any User account, we may instead elect to suspend access to or use of the Service by the relevant Subscriber or all or some of its Users. We will notify the Subscriber in the event of any such suspension. Any such suspension will be lifted only when the breach or issue giving rise to the suspension has been resolved to our satisfaction. The Subscriber will not be entitled to a refund or credit for any Fees paid by it covering any period of suspension.
6. In the event of termination of the Subscriber’s subscription to the Service:
  1. we will cease to provide the Service, and the Subscriber’s Users will cease to access and use the Service;
  2. the Subscriber and its Users will no longer be able to access any Projects or other information made available on the Service;
  3. the Subscriber may request from us a copy of the raw data for its 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 the Subscriber in writing;
  4. the Subscriber will not be entitled to a refund of any Fees or other amounts paid by the Subscriber to us;
  5. the provisions of clauses 6, 8.4 to 8.6, 10, 11.7, 12 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
  6. subject to this clause 11.7 and except for any rights and remedies of the parties that have accrued before termination, including for any prior breach of these Conditions, no party will be under any further obligation to any other party.
General
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 12.1, Force Majeure includes any inability to obtain supplies or labour, industrial disputes, delays, act of God, pandemic, fire, flood, storm, adverse weather conditions, or other matters beyond our reasonable control.
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.
3. Neither the Subscriber nor any User may assign, transfer or sub-contract any of its rights or obligations under these Conditions or in relation to any Service subscription or User account, without first obtaining our written consent.
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 the Subscriber and its Users reasonable prior notice of such material change. In the event of a change to these Conditions, we will endeavour to notify the Subscriber and its Users by email, or by posting a notification of the change on the site where the Service is located. Any User’s continued use of the Service following any such notification will be regarded by us as acceptance by the User of those changes. No other amendment to these Conditions will be effective unless in writing and signed by an authorised representative of us.
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.

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