TERMS AND CONDITIONS OF SERVICE
PLEASE READ THESE OVERSIGHT SOLUTIONS TERMS AND CONDITIONS OF SERVICE CAREFULLY.
These Oversight Solutions Terms and Conditions of Service set out the terms and conditions upon which Oversight Solutions Limited makes available the Oversight Solutions website and service.
These Oversight Solutions 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 Oversight Solutions Terms and Conditions of Service will be binding on Oversight Solutions Limited, unless specifically accepted by Oversight Solutions Limited in writing.
By clicking to accept these Oversight Solutions Terms and Conditions of Service during the user registration process, you will be legally bound by these Oversight Solutions Terms and Conditions of Service.
If you do not accept these Oversight Solutions Terms and Conditions of Service, you must not use or access the Oversight Solutions website and service.
1.1 For the purposes of these Conditions, the following terms have the following meanings:
Conditions means these Oversight Solutions Terms and Conditions of Service;
Content means the information and content available via the Service;
Corporate Licence means an agreement between us and a third party under which you are given the right to access and use the Service for the benefit of that third party;
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;
Service means the Oversight Solutions website and service provided by us (as may be modified, enhanced, developed or improved from time to time) and accessible via www.oversightsolutions.co.nz or such other website as we may determine from time to time;
Fees means the usage or subscription fees payable for the provision of the Service;
User Content means any proprietary data or content uploaded to the Service by you, and excludes any data or content that is publicly available;
We or our or us means Oversight Solutions Limited; and
You or your means the individual who registers with us as a user of the Service.
2. LICENCE TO USE THE SERVICE
2.1 We grant to you a licence to access and use the Service solely for the internal business purposes of you or the organisation or person that has engaged or employed you. This licence is non-exclusive, non-transferable and non-sublicensable.
2.2 There are different subscription plans available to users. Each subscription plan provides a different level of functionality or features, including a particular data limit. See Fees for details of the applicable subscription plans and their data limits. Once you have exceeded your monthly data limit you will no longer be able to access any information via the Service until the start of the next monthly subscription period, unless you purchase an additional data allowance.
2.3 If you are accessing or using the Service under a Corporate Licence, or under any other subscription paid for by a third party such as your employer:
(a) you may access or use the Service for the internal business purposes of that third party only;
(b) you acknowledge and agree that you have authority from that third party to access and use the Service for such purposes; and
(c) if your authority from that third party ceases for any reason (for example, because you leave employment with that third party), you must cease all accessing and use of the Service under that subscription. In such event, if the Fees are being paid using a third party credit card, it will be your responsibility to notify the card holder to cease all further Fees payments.
2.4 If you are accessing or using the Service pursuant to a Corporate Licence:
(a) these Conditions will be subject to the terms and conditions of that Corporate Licence;
(b) in particular, the Corporate Licence may include different payment terms (e.g. under which the third party agrees to pay the applicable Fees, rather than you), or may grant additional rights to the third party to use, distribute or publish the Content;
(c) we may cancel your subscription to the Service, or limit your access to or use of the Service, in the circumstances specified in the Corporate Licence; and
(d) in the event of any conflict or inconsistency between these Conditions and the terms and conditions of the Corporate Licence, the terms and conditions of the Corporate Licence will prevail.
2.5 We may impose additional restrictions on your use, distribution or publication of particular Content provided by third parties, where required to do so under the terms and conditions of the applicable agreements between us and those third party Content providers. We will notify you of any such restrictions prior to your accessing that Content, and you must comply with all such restrictions.
3. ACCESSING THE SERVICE
3.1 Once any free trial period we may have offered to you has ended, you will not be able to access or use the Service if you do not maintain a paid subscription to the Service with us.
3.2 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 share your login information with any other person, or permit any other person to use or access 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. Any sharing by you of your login information, or permitting any other person to use or access your login information, will entitle us to immediately cancel your subscription to the Service.
3.3 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.
3.4 Please note that you cannot set up a new user account using an email address that is or has previously been linked to another user account.
3.5 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. PROHIBITIONS ON USE
4.1 You must not do any of the following things:
(a) use the Service or Content for the transmission of illegal or offensive material, or in any fraudulent or unlawful manner;
(b) use the Service for the transmission of material that contains software viruses or any other disabling or damaging programs;
(c) use the Service in any way that would violate any Intellectual Property Rights of any third party;
(d) damage, disable, interfere with or harm the Service, or any network or system underlying or connected to the Service, in any way whatsoever;
(e) 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;
(f) 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
(g) encourage, assist or direct any other person to do any of the things set out in paragraphs (a) to (f) 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.
5. OUR RIGHTS IN THE SERVICE AND CONTENT
5.1 You acknowledge that:
(a) the Service is of significant commercial value to us and our licensors;
(b) legal and beneficial ownership of:
(i) the Service;
(ii) the Content;
(iii) all Intellectual Property Rights in or to the Service or the Content, will vest with us or our third-party licensors; and
(c) except as expressly stated in these Conditions, no right or licence is granted to you in relation to the Service or any Content.
5.2 You may not do any of the following, except as permitted under an applicable Corporate Licence or otherwise approved by us in writing:
(a) download, print or copy 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 export that Content;
(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;
(c) use, access, download or export the Content for direct marketing purposes or the creation of direct marketing lists for on-sale to other parties;
(d) publish any Content;
(e) distribute any Content to any person, other than (where you are accessing and using the Service solely for the internal business purposes of an organisation or person that has engaged or employed you), to the employees, officers and agents of that organisation or person for those internal business purposes; or
(f) use any proprietary trade mark of us or our licensors in a manner that is reasonably considered by us or our licensors to be a misuse or appropriation of that trade mark.
5.3 Nothing in clauses 5.1 or 5.2 will:
(a) 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 you;
(b) limit your right to use, copy or otherwise exploit your User Content in any way that you may see fit; or
(c) limit your right to access, use or otherwise exploit any Content obtained by you via any governmental register (such as the New Zealand Companies Office).
6. SERVICE AVAILABILITY
6.1 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.
6.3 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. We will endeavour to schedule routine Service maintenance where possible outside normal business hours (New Zealand time) or at non-peak use times, so as to minimises Service disruptions for most users. But we reserve the right to undertake urgent maintenance at any time.
6.4 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.
7. FEES AND PAYMENT TERMS
7.1 In consideration for the grant of licence under clause 2.1 and the provision of the Service to you, you agree to pay to us the Fees.
7.2 Details of our Fees are available at https://oversightsolutions.co.nz/index.php/fees. These include for each subscription plan the applicable monthly subscription fees, data allowance top-up fees, and restoration or reactivation fees.
7.3 If you purchase a data allowance top-up, that top-up will never expire, and will continue to roll over into subsequent monthly subscription periods until that data has been used. If you fail to pay any instalment of the Fees, we may use some or all of that top-up towards payment of the Fees owing.
7.4 We may from time to time provide you with access to third party data via the Service, where that third party data may only be accessed by you for additional fees. In such case, we may charge fees for your accessing of such data, in addition to the Fees payable under your plan. We will let you know about any such additional fees payable before you access that third party data. We may require payment of such additional fees in advance before allowing you to access such third party data, or may elect in lieu of payment to deduct from your remaining monthly data allowance or top-up data the value of any such additional fees payable by you.
7.5 You may change your subscription plan at any time, but any such change may result in a change in the Fees. If you change your subscription plan, we will credit against the Fees payable under your new plan the value of any unused data for the then current month under your old plan, as well as the value of any unused top-up data that you purchased under your old plan.
7.6 We may change the Fees at any time, upon giving you at least e.g. 30 days prior written notice. Any such change will apply to the Fees payable by you after expiry of that notice period. You may avoid paying the changed Fees by cancelling your subscription prior to the expiry of that notice period.
7.7 All Fees are payable in advance. We will not activate your subscription to the Service (other than any free trial version of the Service we may offer) until we have confirmed that the applicable Fees have been paid.
7.8 Please note that we are not required to refund to you any Fees paid by you if you change your mind about the Service, or if you decide that you no longer need the Service or any additional data allowance you have paid for.
7.9 All Fees:
(a) are inclusive of all applicable goods and services taxes, sales taxes or value added taxes; and
(b) will be paid by you in New Zealand dollars.
7.10 If you fail to pay the monthly Fees due on or before the start of the applicable month, we may apply any unused data allowance top-up towards the Fees due for that month. If any amount of the Fees is still outstanding after any such data allowance top-up has been applied, we may cancel your subscription. If you wish to reactivate a cancelled subscription, we may at our discretion allow you to do so, and will charge you additional Fees for restoring or reactivation your subscription. See Fees for details of the applicable restoration or reactivation Fees.
7.11 We may use a third-party payment platform provider to process and collect the Fees due from you. That third-party payment platform provider may have its 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.
8. DATA SECURITY AND PRIVACY
8.1 We will exercise reasonable efforts to ensure the security of your communications when you use or access the Service. However, for reasons beyond our control, we cannot promise or guarantee that such communications will be completely secure.
8.4 You must comply with all applicable principles under the Privacy Act 1993 in relation to your use of any personal information contained in the Content.
9. WARRANTIES AND LIABILITY
9.1 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.
9.2 You warrant and represent to us that 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 copyright or other Intellectual Property Rights of any third party.
9.3 You agree to defend, indemnify and hold harmless us and our service providers, and the subsidiaries, affiliates, directors, officers, employees and agents of us and our service providers (Indemnitees) 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
(b) any damage or injury to persons or property arising from your misusing the Service.
9.4 You acknowledge that:
(a) the Service relies on the information and data provided by third parties, such as the New Zealand Companies Office. We cannot guarantee that such information or data will be accurate, complete or up to date. The Service does not allow for the modification of any data we receive from such third parties. If you suspect that the data received by us from such a third party may be inaccurate, you will need to contact the applicable third party if you want that data to be corrected. The Service may provide links to governmental registers (such as the New Zealand Companies Office) for particular data, and you should use these links to verify the accuracy of any data you access via the Service;
(b) the Service is intended to be a useful tool to assist users to understand the relationships and linkages between organisations and the persons behind them (such as directors and shareholders), but it is one of many tools available for understanding such relationships and linkages. It is up to users to determine the best tools to use for each circumstance;
(c) 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;
(d) 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
(e) all conditions, warranties or other terms implied by statute or common law are excluded from these Conditions, to the fullest extent permitted by law.
9.5 Without limiting the scope of clause 9.4 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.
9.6 Without limiting clauses 9.4 or 9.5, 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 the total Fees payable by you for the month in which such liability first arose.
9.7 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.
9.8 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.
9.9 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.
10. TERM AND CANCELLATION
10.1 These Conditions will come into effect on the date that you first register as a user of the Service, and will continue in full force and effect until your subscription has been cancelled under clauses 10.2 or 10.3.
10.2 You may elect to cancel your subscription at any time. To cancel a paid subscription, click “Free trial (Cancel)” on our site and follow the instructions. Alternatively, you or the person whose credit card is being used to pay the Fees can email us to request a cancellation of your subscription. Once we have actioned the cancellation you will be able to activate a new paid subscription under that user account for the next 20 days. After that 20 day period a restoration or reactivation fee will apply if you want to activate a new subscription using that user account or access any User Content held under that user account.
10.3 We may elect to cancel your subscription at any time upon giving you at least 30 days prior written notice. We may also elect to cancel your subscription with immediate effect by giving written notice to you if:
(a) you fail to pay the Fees due, in accordance with clause 7.10;
(b) you are in breach of any of these Conditions;
(c) you cease or threaten to cease to carry on all or substantially all of your business or operations, are declared or becomes bankrupt or insolvent, are unable to pay your debts as they fall due, enter into a general assignment of your indebtedness or a scheme of arrangement or composition with your creditors, or take or suffer any similar or analogous action in consequence of debt;
(d) a trustee, manager, administrator, administrative receiver, receiver, inspector under any legislation or similar officer is appointed in respect of the whole or any part of your assets or business; or
(e) an order is made or a resolution is passed for your liquidation (other than voluntarily for the purpose of a solvent amalgamation or reconstruction).
10.4 In the event of cancellation of your subscription under clauses 10.2 or 10.3:
(a) we will cease to provide the Service, and you will cease to use and access the Service;
(b) we will retain any User Content in our possession for a minimum period of 20 days following cancellation, after which time that User Content may be destroyed or erased. Upon cancellation of your subscription you will no longer be able to access the User Content via the Service;
(c) you will not be entitled to a refund of any Fees paid by you;
(d) the provisions of clauses 5.2, 5.3, 9.2 to 9.10, 10.4, 11.1 to 11.5 and any other clauses intended to survive cancellation, 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
(e) subject to this clause 10.4 and except for any rights and remedies of the parties that have accrued before cancellation, including for any prior breach of these Conditions, neither party will be under any further obligation to the other party.
11.1 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 11.1, 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.
11.2 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.
11.3 You may not assign, transfer or sub-contract any of your rights or obligations under these Conditions, without first obtaining our written consent.
11.4 We reserve the right to change these Conditions at any time. In the event of a change, 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.
11.5 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.