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Terms of service

 

Connectworks Terms of Service

Welcome to Connectworks, an online service for the administration and management of trusts, companies, charities, estates and other organisations.

These Terms of Service are important as they record our obligations as the provider of the Service and your obligations as a user of the Service. Any use of the Service is undertaken strictly on these terms.

Every Authorised User of the Service will be deemed to have first read and understood these Terms of Service and Privacy Policy (available at www.connectworks.co.nz/privacy) and acknowledge that the Service is provided and used only on these terms.

1. Terms of Service

1.1 The use of the Service, Website and any other of Connectworks’ services are subject to these Terms of Service.

1.2 Connectworks may vary or replace the Terms of Service at any time.

1.3 The Terms of Service were last revised 1 December 2018.

2. Definitions and Interpretation

2.1 In these Terms of Service unless the context requires otherwise:

Authorised Use means the use of the Service by an Authorised User in accordance with the Terms of Service;

Authorised User means any person who has lawful and valid authority to access and use the Service, and includes the Subscriber, and any other person validly invited to have access and use of the Service;

Connectworks means Connectworks Limited;

Entity means a company, trust, person or other entity the subject of the Service;

Fees mean the consideration payable by the Subscriber to Connectworks in respect of the Subscription, or such other fees which are payable for the use of the Service;

Information means all data, information and documentation entered, inputed, or uploaded by any of the Authorised Users to the Website and the Service in respect of a Subscription;

Internet means the series of interconnected computer networks which support the world wide web;

Service means the online management, administration and Information storage services made available by Connectworks via the Website;

Subscriber means any person or entity who enters into a Subscription in respect of an Entity and who is responsible for the payment of the Fees in respect of that Subscription;

Subscription means the contract between Connectworks and the relevant Subscriber in respect of one Entity to use the appropriate Service in respect of that Entity;

Terms of Service means these terms of service, including any modification or variation or such other terms of service as published on the Website in substitution of these terms of service;

Website means any domain or sub-domain owned and operated by Connectworks.

2.2 References to the singular include a reference to the plural and vice versa.

3. Use of Service

3.1 In consideration of the payment of the Fees Connectworks grants to the Authorised Users a non-exclusive, non-transferable and terminable right to access and use the Service on the terms and conditions provided in these Terms of Service or such other written terms expressly agreed between Connectworks and the Subscriber.

3.2 The Authorised Users may only use the Service for their lawful business in respect of the administration, management and Information storage for the Entity the subject of the Subscription.

3.3 The Authorised Users may not access or attempt to access the Website for any purpose other than purposes connected with any Entity for which they are appointed as an Authorised User.

3.4 The Authorised Users agrees that they will not do anything which compromises the integrity, functionality or security of the Website or the computer systems used to provide the Website.

3.5 An Authorised User may not copy, adapt, reproduce or reverse engineer any computer software used by Connectworks to provide the Service and Website.

3.6 An Authorised User may not retrieve, convert, adapt or use any Information for any purpose otherwise than in accordance with the Authorised Use of the Service and the Website.

3.7 The Service is provided to assist with the administration and management of Entities and it is expressly recorded that the Service is not the provision, or substitution, of legal, accounting or other professional advice.

4. Access to Service

4.1 The Authorised Users are to each make their own arrangements for connection to the Internet for the purpose of accessing the Website. This obligation includes making payment of all costs, charges and fees necessary to connect to the Internet.

4.2 The Authorised Users are only permitted access to the Service where their relevant Subscription is current, including the payment of the Fees.

4.3 The Authorised Users are only permitted to access the Service by the use of their username and password which they register from time to time with the Service.

4.4 The Authorised Users will keep all usernames and passwords required to access and use the Service secure and confidential. All access to the Website and use of the Service by the use of the Authorised User’s username and password is deemed to have been access by the Authorised User.

4.5 The Authorised Users agree to immediately request Connectworks to reset their password where there has been any breach of security or a breach of security is suspected.

4.6 The Authorised Users will take all reasonable steps or otherwise expressly directed by Connectworks to maintain or preserve security of their access to the Website and use of the Service.

4.7 Access to the Service may be the subject of restrictions where Connectworks reasonably considers such restrictions are necessary to ensure the efficacy or integrity of the Service. Connectworks will endeavor to advise the Subscriber of the extent and nature of any restrictions prior to them obtaining a Subscription.

5. Information

5.1 The property in the Information will at all times belong to the Subscriber unless the Subscription is being operated on behalf of a third party in which case the property in the Information will belong to that third party.

5.2 All Authorised Users warrant that the Information that they enter into the Service via the Website or otherwise is Information which they own or have the legal right to use for purposes associated with the Service.

5.3 Connectworks agrees that all Information it receives in providing the Service will be held confidentially and otherwise subject to the [[Connectworks Privacy Policy]]. The Information will not be disclosed other than in accordance with these Terms of Service or due to any legal obligation.

5.4 The Authorised Users agree to hold and maintain copies of all of the Information. While Connectworks will take all reasonable care it makes no guarantee as to the uninterrupted operation of the Service or that there will be no loss of the Information. Connectworks expressly excludes any liability for any loss of the Information irrespective of the cause or nature of the loss.

5.5 The Authorised Users may not upload, input or enter any Information into the Service which is offensive, illegal or which may or will likely damage the Service, Website or any computer systems used to provide the Service.

6. Subscription

6.1 The Subscriber will obtain and hold the Subscription from Connectworks on behalf of the Entity to access and use the Service with respect to that Entity.

6.2 The Subscriber will obtain the Subscription from Connectworks by accurately providing all required information as requested on the Website and the payment of the Fees.

6.3 The Subscriber may from time to time the provide details of any Authorised Users who are to have access and may use the Service in respect of the Entity.

6.4 The Subscriber will ensure that the information provided in respect of the Subscription is updated when required to ensure it is accurate and complete at all times.

6.5 Connectworks may suspend or terminate the Subscription if any information provided, or updated, is or becomes, incomplete, inaccurate, false or misleading.

6.6 The Subscription will continue from the date of Subscription until terminated.

6.7 Connectworks will act upon any validly given instructions from the Subscriber. Where for any reason there is no Subscriber, Connectworks will act upon the unanimous instruction of all Authorised Users of that Entity.

6.8 The Subscriber may at any time either by operation of the Service or upon written instruction to Connectworks restrict, amend or remove the access and use rights of any Authorised User.

6.9 The Subscriber may terminate the Subscription at any time, however there will be no refund of any part of the Fees for any unused period of the Subscription.

6.10 Unless stated otherwise Subscriptions of fixed term will automatically renew upon completion of that Subscriptions term unless the Subscription was terminated prior.

6.11 Unless otherwise agreed between Connectworks and the Subscriber the Fees will be invoiced and are due for payment at the time the Subscription is initiated or on renewal.

6.12 Unless otherwise agreed between Connectworks and the Subscriber any discount that is applied will be calculated on the basis of subscriptions that are current and have been invoiced at the time the discount is applied.

6.13 Any failure of Connectworks to bill for a Subscription will not absolve the Subscribers liability in respect of the fees associated with the Subscription.

7. Payments

7.1 The Subscriber will arrange for payment of the Fees, in accordance with the payment option selected by the Subscriber when registering the Subscription.

7.2 If the Fees are unpaid and Connectworks is required to take action to recover the overdue Fees then the Subscriber will be responsible for all reasonable costs, including any legal costs, incurred by Connectworks in obtaining payment of the Fees.

7.3 Connectworks may suspend access to the Website and the Service to all Authorised Users where the Fees are unpaid on the due date for payment.

8. Intellectual Property

The title and ownership in all intellectual property in the Service, Website, including any software, documentation, trademarks and graphical representations belongs and remains with Connectworks (or any licensor to Connectworks).

9. No Warranties


Connectworks makes no representation and gives no warranties about the Service or the Website. For the avoidance of doubt all implied conditions or warranties are excluded in so far as permitted by law.

10. Risk

10.1 The Authorised Users access and use the Service entirely at their own risk.

10.2 To the maximum extent permitted by law Connectworks excludes all liability and responsibility to all Authorised Users and the Entity in contract, tort or otherwise for any loss of any kind or damage arising directly or indirectly from the use of the Service.

10.3 Connectworks’ liability to the Subscriber will in the event of any determination of liability on the part of Connectworks will be limited to the extent of the Fees paid by the Subscriber to Connectworks in the 12 months prior to the date upon which the Subscriber makes a claim against Connectworks. For the purposes of clarity the maximum of extent of liability is in respect of all or any claims where it is determined that notwithstanding the exclusion of liability it is determined that Connectworks has a lawful duty to the Subscriber.

11. Indemnity

The Subscriber indemnifies Connectworks in respect of all claims, costs, damage and loss arising from the breach of these Terms and Conditions by the Subscriber or any Authorised User.

12. Termination

12.1 If the Subscriber is dissatisfied with the Service or considers Connectworks is in breach of any of the Terms of Service then the Subscriber’s only remedy is the termination of their subscription.

12.2 If any Authorised User:

a) breaches any of the Terms of Service and does not remedy that breach within 14 days of receiving written notice of the breach, if the breach is capable of remedy; or

b) breaches any of the Terms of Service and the breach is not capable of remedy;

Connectworks may:

a) Terminate their subscription;

b) Suspend their subscription;

c) Terminate or suspend any rights to use the Service by any Authorised User.

12.3 On the expiration or valid termination of a Subscription:

a) The Subscriber will remain liable for the Fees, either up to the date of termination, or where pursuant to the Terms of Service the Fees remains payable until any date after the date of termination, in which case up to that date;

b) The Authorised Users will cease to use the Website and the Service.

c) The obligations contained in clauses 3.2, 3.3, 3.4, 3.5, 4.2, 5.2, 5.4, 9.1, 10.1, 10.2, 11 and 13 will survive the expiration or termination of the r Subscription.

13. General

13.1 These Terms of Service represent the entire arrangements between Connectworks and the Subscriber, and supersede, replace and extinguish any previous agreements, representations or warranties. Connectworks may amend or replace the Terms of Service at anytime and upon the updated Terms of Service being published on the Website or otherwise advised the Authorised Users those terms will be deemed to apply in place of the previous Terms of Service.

13.2 Connectworks does not endorse or otherwise accept any responsibility for any third party website link available on the Website.

13.3 The Authorised Users agree that they will not either during such period they are appointed as an Authorised User or afterwards make any disparaging comments in respect of the Service or Connectworks.

13.4 The Authorised Users agree that Connectworks may transmit by email to the Authorised Users information relating to or in respect of the Subscription and Service or such other information as determined by Connectworks.

14. Governing law and jurisdiction

New Zealand law governs these Terms of Service and the Authorised Users submit to the exclusive jurisdiction of the courts of New Zealand for all disputes arising out of or in connection with these Terms of Service and the contractual arrangement between Connectworks and the Subscriber.

30 November 2018