RIP GLOBAL: TERMS OF USE

Version: 1.4 | Last updated: 4 July 2019

1  INTRODUCTION

1.1 You must accept these Terms of Use before accessing and using the Services provided by us.

1.2 By accessing the Services, you agree to be bound by, and are deemed to be a party to, these Terms of Use. If you do not agree to these Terms of Use, you must not access (and, in the case of the Subscribing Client, allow any of your Authorised Users to access) the Services.

1.3 These Terms of Use are entered into by you (being either the subscribing Client or an Authorised User of the Services. 

1.4 You confirm that you have the authority to act on behalf of any entity for whom you are using the Services.

1.5 Your accountant, financial adviser, or some other service provider to you using the Services cannot be the subscriber for the Services. If your accountant or service provider has entered into these Terms of Use on your behalf, they simply do so as your agent only.

1.6 We reserve the right to make changes to these Terms of Use at any time, effective upon the posting of modified terms of use on the Website. We will notify you of any changes to these Terms of Use via email or notification via the Website or RIP Global Application. By accessing or using the Services after that notification you agree to be bound by those changed terms.

2  DEFINITIONS AND INTERPRETATION

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

Account Manager in relation to our “Expenses” product only, means the person authorised by the Subscribing Client to manage (on its behalf): (i) the access and authorisation privileges of each of its Authorised Users; (ii) the coding to be used for the Subscribing Client’s expenses and who may view each Authorised User’s ”Lockbox”.

Authorised Users means those persons authorised by the Subscribing Client (via it’s Account Manager) to access and use the Services on behalf of the Subscribing Client purely for the Subscribing Client’s internal business needs (and includes the Account Manager) and who have accepted (and agreed to comply with) these Terms of Use.

Applications mean any RIP Global Applications or Third Party Applications.

Beta Services means any of our services generally not publicly available to our customers (and which may or may not subsequently become generally available).

Data means any data input by you (or on your behalf) or for which you grant access to through the Services, Applications or Third Party Data Feeds, but for clarity, does not include any Subscription Data.

Documentation means any documentation or information we make available to you through the Website or any RIP Global Application regarding access to and use of the Services (but does not include any marketing or promotional material provided by us to you).

Excess Users in relation to our “Bookkeeper” product only, means you having a number of Authorised Users that exceeds the Maximum Users number, and an Excess User means any one of them.

Fair Use in relation to the transactional Data we obtain from your bank (or equivalent) via Third Party Data Feed to provide the Services, means us processing 50 transactions per month or less in providing the Services to you.

Implementation Services means any services by us to assist you in implementing or using the Services, including any Data migration or restoration, or accounting system integrations.

Maximum Users in relation to our “Bookkeeper” product only, means in aggregate five (5) Authorised Users.

Privacy Policy means our privacy policy in place from time to time and contained on our Website.

RIP Global Applications means any software applications owned by us that we make available to you to install whether through the Website or otherwise (and includes any releases or updates to them).

RIP Global Identification means the unique identification code assigned to each Authorised User to use with Merchants (in the form of a barcode) as a part of the Services.

Scheduled Maintenance means routine maintenance that is carried out at set intervals for the purpose of releasing or updating versions of the Software (or Applications) or undertaking work on the Website and/or RIP Global Applications.

Services means the services delivered through the Website and/or RIP Global Applications (including, as applicable, access to and use of the Software, Documentation, Subscription Data and the Applications) and any Implementation Services.

Software means the receipt and invoice processing software (and any related software) that is owned (or licensed) by us and made available through the Website and/or RIP Global Applications.

Subscribing Client means the person or entity that has subscribed for the Services and who has completed the contract for services process and accepted these Terms of Use.

Subscription Data means all data created as a result of the provision of the Services to you the client, and as applicable, other subscribers of the Services.

Terms of Use means these terms of use and the Privacy Policy (as amended by us from time to time).

Third Party Applications means any software applications owned by a third party but made available to you for use in conjunction with the Services and installed through the Website or elsewhere (and includes any releases or updates to them).

Third Party Data Feeds means any feeds of Data from you through a third party.

we means The Work Shop Limited, trading as RIP Global, and us and our have a corresponding meaning.

Website means http://www.ripglobal.com/ or such other site as notified by us from time to time.

you means the Subscribing Client and, as the context permits, each Authorised User, and your has a corresponding meaning.

2.2 If there is any inconsistency between these terms and the Privacy Policy, these terms shall prevail.

3 SERVICES

3.1 Where we provide Implementation Services, these will be charged at the rates provided at the time of agreeing the Implementation Services, or as otherwise agreed between you and us.

3.2 Subject to compliance by you including all your Authorised Users with these Terms of Use:

(a) we grant you and you accept from us, a non-exclusive, non-transferable and non-assignable right to access and use the Services for your own internal business purposes only (excluding the commercialisation or exploitation of information technology products or services); and

(b) you hereby subscribe for the Services.

3.3 Where RIP Global Applications are made available as part of or are otherwise required by the Service, your use of those RIP Global Applications will be governed by the same limited access and use rights specified in clause 3.2. Where applicable, you must also grant appropriate access and usage rights to us in respect of the providers of the Third Party Applications to enable us to properly provide the Services to you. Where the Applications consist of Third Party Applications, you agree to abide by clause 4.3.

4 OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS

4.1 The Services (and each part of them) are protected by copyright and other interests, and are proprietary and confidential to us (or our third party licensors and/or suppliers). All rights, title and interest in and to the Services (and each part of them), including associated intellectual property rights, are and will remain vested in us or our third party licensors or suppliers (as applicable).

4.2 Beyond the rights expressly granted, nothing contained in these Terms of Use confers on you any right or interest in, or licence or permit to use, any of the intellectual property rights in the Services (or any part of them) or any other intellectual property rights owned by or proprietary to us or any of our third party licensors or suppliers.

4.3 You acknowledge and agree that:

(a) no obligation, warranty, undertaking or promise made by us in these Terms of Use shall apply in respect of any third party software (including Third Party Applications) accessed and used by you (or us for the purposes of fulfilling our obligations under these Terms of Use); and

(b) you shall comply (in all respects) with any restrictions of use in any agreement entered into in respect of any third party software (including Third Party Applications) used in connection with (or incorporated into) the Services.

5 RESTRICTIONS ON USE

5.1 You may not license, assign, resell, share, pledge, rent or transfer any of your rights under these Terms of Use in relation to the Services or any part of them.

5.2 Except as expressly permitted by relevant copyright laws, no copying, redistribution, displaying, performing, reproducing, licensing, transferring or publication of the  Services (or any part of them) is permitted without our express written permission (which may be withheld at our sole discretion). Any copy made remains subject to the provisions of these Terms of Use, and all titles, trademarks, copyright notices and other legends shall be reproduced on such copy.

5.3 You may not modify, translate, reverse engineer, decompile, disassemble or create derivative works of the Services (or any part of them) or otherwise attempt to:

(a) defeat, avoid, by-pass, remove, deactivate or otherwise circumvent any software protection mechanisms in the Services (or any part of them), including, without limitation, any such mechanism (including the Website and any Application) used to restrict or control the functionality of the Services (or any part of them); or

(b) derive the source code or the underlying ideas, algorithms, structure or organisation form of the Services (or any part of them).

5.4 You will at all times, including during and after the term of these Terms of Use, keep the content of the Services (or any part of them) confidential.

5.5 In respect of your access to and use of the Services you will comply with all applicable laws and regulations and all guidelines, procedures and policies notified by us from time to time.

5.6 We reserve the right to modify, amend or cease to offer the Services (or any part of them) upon providing you with five (5) days’ prior notice.

5.7 If you are the Subscribing Client, you acknowledge and agree that you:

(a) are responsible for ensuring that only Authorised Users access and use the Services;

(b) are responsible for managing the access of your Authorised Users (including granting and terminating access to the services and privileges as required);

(c) will ensure that your Authorised Users do not permit any other person to use their username, log-on credentials, or RIP Identification;

(d) will ensure compliance by each of your Authorised Users with these Terms of Use;

(e) in relation to our “Expenses” product only, you are solely responsible for how your nominated Account Manager sets the administration and authorisation privileges of each Authorised User and for monitoring whether those privileges are being adhered to;

(f) in relation to our “Expenses” product only, you are solely responsible for how your nominated Account Manager has set your expense codes; and

(g) are responsible and liable (under these terms of use) for all acts and omissions (including any breach of these Terms of Use) of, and all Data supplied by, your Authorised Users.

5.8 In connection with the Services, you agree as follows:

(a) you will at all times including after the term of these Terms of Use, keep the Services, and the content associated with them, together with all access details, including passwords and codes, confidential;

(b) you are solely responsible for the Data, the contents of your e-mail messages, attachments and stored files and we reserve the right to remove from our servers any content that may expose us to potential liability (but for the avoidance of doubt a failure by us to do so does not relieve you from responsibility);

(c) you may not distribute through the Services any attachments, documents or files that:

(i) infringe on any copyright, patent, trade secret, trademark or other third party proprietary rights;

(ii) violate any law, statute, ordinance or regulation, including but not limited to any applicable privacy legislation, such as the New Zealand Privacy Act 1993;

(iii) are defamatory, libellous or obscene; or

(iv) contain viruses, trojan horses, worms, time bombs, or similar harmful programming routines;

(d) you may not use the Services for any unlawful purpose;

(e) you may not use the Services in a manner that may damage, disable, overburden or impair either the Services or the networks connected to the Services;

(f) you may not attempt to gain unauthorised access to the Services, including but without limitation, through hacking or password mining; and

(g) you may not use the Services to collect personal information about third parties, including without limitation, e-mail addresses.

5.9 In respect of any Implementation Services, you agree to provide us such timely, complete and accurate assistance, information and Data as we may reasonably require to provide the Implementation Services.

5.10 We may at our discretion use technology (including digital rights management protocols) or other means to protect the Services, protect our customers, or to prevent you from breaching this Agreement.

5.11 You may not access the Services if you are a direct competitor of ours, except with our prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

6 ACCESS

6.1 You must:

(a) keep all access information, including email addresses and log-on credentials, secret and secure;

(b) ensure all Data provided to us is complete and correct; and

(c) ensure your details are correct and up-to-date (including ensuring you have permission to provide this personal information to us).

 6.2 Without limiting the foregoing, you agree:

(a) not to allow other person to access and use the Services using your user name, log-on credentials, or RIP Identification;

(b) not to disclose, log-on credentials or any other information (such as security tokens or codes) that may allow any person (other than an Authorised User) to gain access to and use of the Services; and

(c) to inform us immediately of any known or suspected unauthorised access to and use of the Services.

 6.3 We may assist you with administrative and authorisation privileges but will only do so if asked by you and will only access your information for these purposes if requested by you.

7 DATA

7.1 You acknowledge that we are not responsible for, and have no liability in respect of, the Data or how you use the Services. For the avoidance of doubt this includes the quality of Data, the way in which you choose to input or code the Data, how you configure the Services to obtain Data and how you extract, use, store and access Data (including in meeting your statutory obligations).

7.2 You acknowledge and agree that the Services may be hosted internally or by third party cloud services, and as a result, your data may be processed and stored outside of New Zealand.

7.3 You acknowledge and agree that we may access or disclose your Data in order to:

(a) comply with the law or legal proceedings served on us;

(b) enforce and investigate potential breaches of these Terms of Use or any other unauthorised use of the Services;

(c) protect our rights, property, or the safety of our employees, customers or the public; or

(d) comply with a request from law enforcement authorities, in compliance with local laws and regulations, to the extent where we reasonably believe that we are legally required to do so.

7.4 You consent to the access and disclosures outlined in this clause 7.4.

7.5 In respect of any access or disclosure made pursuant to clause 7.3(d), when a request for information is made to us, we will endeavor to notify you unless the relevant legal request prevents this.

7.6 If you enable Third Party Data Feeds or Third Party Applications in using the Services, you acknowledge that we may allow those third party providers access to your Data to the extent needed to make them work. We shall not be responsible for any disclosure, modification or deletion of your Data resulting from any such access by third-party providers.

7.7 In order to provide you with the Services (and improve on them), we may also collect certain information about the performance of the Services and your use of the Services. We may make use of such information to track usage and to better understand the use of the Services, improve and revise the Services based on such usage, and publish industry level statistics (whether to you or other subscribers).

7.8 Subject to clause 7.7, title and associated intellectual property rights in the Data remain your property (and not that of your Authorised Users). Access to and use of your Data is subject to you not being in breach of these Terms of Use. To the extent necessary to perform the Services you grant a non-exclusive licence to us in respect of your Data. Such licence extends to allowing us access to the Data to any Third Party Applications that you may enable for use in conjunction with the Services, however we shall not be responsible for any such access or use of the Data by any such Third Party Application provider.

7.9 We will retain a copy of the Data on your behalf for at least 7 years after the creation or receipt of the Data or the duration of this Agreement (if earlier) in a manner readily accessible by you (via the “Lockbox” or by any other means available to us). We have in place for our own purposes policies and procedures to prevent data loss (and recovery) but do not make any guarantee around loss of your Data and as such we expressly exclude any liability for any loss of Data.

7.10 Following termination we will provide you with your Data in a legible unencrypted format. Once we have provided you with your data, you are solely responsible for storing your Data, and for holding such Data for the remainder of the 7 year retention period. Notwithstanding this clause 7.10 we may continue to hold a copy of your Data after the Post-termination Period on a no-obligations basis.

7.11 You acknowledge and agree that we may be required to provide your Data to the commissioner of the Inland Revenue Department of New Zealand without your consent pursuant to the Tax Administration Act 1994.

7.12 You grant to us a non-exclusive royalty free world-wide and irrevocable license permitting us to copy, anonymise, aggregate, process and display Data to derive anonymous statistical and usage data, and data about the functionality of the Service, provided such data cannot be used to identify you or Authorised Users (Anonymous Data), for the purposes of combining or incorporating such Anonymous Data with or into other similar data and information available, derived or obtained from other clients, licensees, users, or otherwise (when so combined or incorporated, referred to as Aggregate Data), so as to permit us to provide services including the copying, publication, distribution, display licensing or sale of Aggregate Data and related or similar other statistics or data to third parties (and to you, should you elect to subscribe for the same) pursuant to a separate licensing or services arrangement or agreement. We will be the owners of all right, title and interest in and to the Aggregate Data.

8 PAYMENT OF FEES

8.1 In consideration of your use of the Services, you agree to pay us in advance the annual fee applicable to the Services option you have subscribed to, as notified to you at the time of subscribing to the Service (or as amended in accordance with clause 8.3), together with any other costs and expenses payable by you in respect of the Services (including any Implementation Services and the charges set out in clauses 8.4 - 8.7 (inclusive)) (each a Fee and together the Fees).

8.2 Any Fee may be amended by us from time to time by 30 days’ notice to you, effective on the 30th of June of each year.

8.3 In relation to our “Bookkeeper” product only, if you have Excess Users you agree to pay to us $10 for each Excess User, payable in advance.

8.4 We may, in our sole discretion and upon prior written notice to you, pass on any charges from your bank (or equivalent) to you if your usage of the Services exceeds Fair Use. You will be required to pay these Fees within 30 days of us notifying you that they are due.

8.5 If you fail to pay any amount payable under these Terms of Use on the due date for payment, we will be entitled to require you to pay interest on the amount overdue at a rate of 10% per annum on a daily basis, for each day the amount remains unpaid, including the due date up to the date of actual payment.

8.6 We may charge you an extraction Fee calculated on a time and materials basis where you request access to Data outside of that provided pursuant to clause 7.

8.7 No refund of any Fee will become payable by us on termination.

9 TERM

9.1 These Terms of Use shall be in effect from the first time you access the Services, and shall remain in effect for so long as you subscribe to the Services unless these Terms of Use are otherwise terminated. 

9.2 Subject to clause 8.7, you may at any time, cancel your subscription to the Services by providing 30 days’ written notice to us. Your cancellation of your subscription will be deemed a termination of these Terms of Use.

9.3 You agree that on expiry of the annual subscription term for the Services you have subscribed to, your subscription will be automatically renewed for another period equal to that subscription term (and that this will occur on a perpetual basis) unless you exercise your rights to terminate under clause 9.2 at least 30 days prior to the expiry of the subscription term or the renewed term (as applicable).

9.4 We may immediately by notice in writing to you, terminate these Terms of Use and thereby your (and all your Authorised Users’) use of the Services where:

(a) you fail to comply with any term of these Terms of Use, including failure to pay any applicable Fees;

(b) required by law; or

(c) we consider it necessary or desirable to do so to protect our interests or the interests of anyone else.

9.5 You agree upon expiry or termination of these Terms of Use to immediately cease to access or use the Services and destroy all access codes or passwords related to the Services and confidential information in your possession or under your control.

10 SERVICE AVAILABILITY AND UPDATES

10.1 We intend for the Services to be available 24 hours a day, seven (7) days a week, however we reserve the right to take down applicable servers hosting the Website, Software and as applicable, Applications to conduct Scheduled Maintenance or any other urgent maintenance. We will use reasonable efforts to provide prior notification to you of any Scheduled Maintenance that will interrupt the Services for longer periods that we would normally expect.

10.2 You agree to comply with our instructions in relation to any update or new version and we will not be held liable for any upgrade, update or new version of the Services (or any part of them). 

10.3 From time to time, we may invite you to try Beta Services at no charge. You may accept or decline any such trial in your sole discretion. Beta Services will be clearly designated as such, for example as beta, pilot, limited release, preview, evaluation release or similar description.

10.4 Beta Services are:

(a) for evaluation purposes only;

(b) not to be considered as Services;

(c) unsupported; and

(d) not guaranteed of ultimate release as Services, or if released, may be subject to additional terms.

10.5 Any Beta Services trialled may be withdrawn by us at any time. The warranties given by us in clause 11 do not apply to Beta Services and they should be treated on an “as is – where is” basis.

11 WARRANTIES

11.1 We warrant the Services will be provided in conformity with generally prevailing industry standards. You must report any material deficiencies in the Services to us in writing within 30 days of discovery of that defect.

11.2 We warrant that the then current, unmodified version of the Software provided by us through the Services will operate in all material respects in conformity with the specifications stated in the Documentation.

11.3 In the event of any breach of the warranties in clauses 11.1 and 11.2 or any other defect or deficiency in the Software, your sole remedy will be (at our option) the repair or replacement of the non-conforming Software (or part thereof) within a commercially reasonable time or a refund of the Fee paid by you for such non-conforming Software (or part thereof).

11.4 In the event of any breach of clause 3.1, subject to clause 14.1, your remedies will be limited to us resupplying the relevant Implementation Services.

11.5 We use commercially available anti-virus software in the provision of the Services, but we cannot guarantee that the Services will be free from viruses, trojan horses, worms, time bombs, or similar harmful programming routines.

12 SPECIFIC SERVICE DISCLAIMERS

12.1 As part of the Services certain pre-coded transactions may be made available to you. These transactions may not have been correctly coded and we are not liable in any way if that has happened. It is your responsibility, and not ours, to make sure that transactions are correctly coded.

12.2 We are not your accountant and the Services and Applications are not a substitute for getting professional accounting advice.

12.3 Any indication of pricing, estimates or comparable examples generated by using the Services are indicative only and not intended to be relied upon by you.  You should make your own independent enquiries of any pricing, estimates or comparable information made available through using the Services.

12.4 We are not responsible for the accuracy or adequacy of any third party information sourced by us in providing the Services.

13 EXCLUSION OF WARRANTIES

13.1 Beyond clause 11, the Services are provided, to the extent permitted by law, on an "as is" basis without any warranty or condition of any kind, either express or implied. Use of the Services (and any party of them) is at your own risk. 

13.2 We do not represent that the Services (or any part of them) are error-free or will satisfy all of your requirements. Nor do we provide any warranties in respect of the accuracy, completeness, uptime, timeliness or supply of information via the Website (or data storage centres) and/or any Application.

13.3 Without limitation, to the fullest extent allowable by law, the disclaimers in this clause 13 extend to implied warranties or conditions of merchantable quality or fitness for a particular purpose or warranties arising by statute or otherwise in law or from a course of dealing or usage of trade. Without limiting the foregoing, you agree the Services are acquired for the purposes of a business, and as such, the guarantees provided under the New Zealand Consumer Guarantees Act 1993 do not apply.

14 LIMITATION OF LIABILITY

14.1 You acknowledge that, in respect of any Implementation Services for which your assistance is required, your timely provision of assistance and complete and accurate information and Data is essential to our ability to provide such Implementation Services, and we will not be responsible or liable for any deficiency in such Implementation Services (including timely provision of such Implementation Services) if such deficiency results from the your failure to provide such assistance, information and Data.

14.2 If you suffer loss or damage as a result of any act or omission by us arising out of or in connection with these Terms of Use, then all claims by you (including all your authorised Users) against us whether in contract, equity, tort (including negligence), breach of statutory duty or otherwise or any other theory of liability are limited in aggregate to the Fees paid by you to us for the 12 months immediately prior to the act or omission giving rise to such claim.

14.3 Under no circumstances will we or our third party licensors, suppliers or resellers (or any of their directors, officers or employees) be liable, whether in contract, equity, tort (including negligence, breach of statutory duty or otherwise) or any other theory of liability for any direct or indirect: loss of profits, loss of revenue, loss of data (including the Data), breach of security or privacy, loss of anticipating savings; or for any indirect, special or consequential loss whatsoever.

15 INDEMNITY

15.1 You agree to indemnify and hold us, our third party licensors, resellers, suppliers (and their directors, officers and employees), harmless from all claims, liabilities, damages, losses (including legal fees) and expenses, due to or arising out of your (and your Authorised Users’) use of the Services and/or any breach of these Terms of Use by you or any Authorised Users. We will not be liable to you or to any other person arising directly or indirectly out of or in connection with the Services, the implementation, maintenance, operation or use of the Services or otherwise in connection with these Terms of Use.

16 ASSIGNMENT

16.1 These Terms of Use are personal to you and may not be assigned by you or otherwise dealt with by you without our prior written consent (which may be withheld in our absolute discretion). If you are not a natural person, any change of control in your corporate entity will be deemed an assignment.

16.2 We may assign these Terms of Use at any time by notice in writing to you.

17 FORCE MAJEURE

17.1 Neither you nor RIP shall be liable for any delay or failure to fulfil its obligations under these Terms of Use arising directly or indirectly from any circumstance beyond the reasonable control of the affected party (including, without limitation, acts of God, flood, earthquake, storm, fire, epidemic, war, embargoes, riot or civil disturbance), provided that the affected party shall:

(a) notify the other party as soon as practicable of the event; and

(b) use all reasonable endeavours to continue to perform its obligations and mitigate the effects of the event.

18 CONFIDENTIALITY AND PRIVACY

18.1 Unless otherwise consented in writing by one (1) party to the other, each party will maintain the confidentiality of all confidential information of the other obtained pursuant to these Terms of Use. The provisions of clause 18.1 do not apply to any information which:

(a) is public knowledge other than breach of this clause 18;

(b) is received from a third party who is in lawful receipt of the information and is able to disclose it to the recipient without restriction; or

(c) is required by law to be disclosed.

18.2 We maintain a Privacy Policy and collect, process and store personal information in accordance with New Zealand’s Privacy Act 1993. You (including all your Authorised Users), should read this policy as our collection, processing and storage of personal information, as set out in the Privacy Policy, is a condition of you and your Authorised Users being able to use the Services.

19 GENERAL

19.1 These Terms of Use and the provision of the Services provided hereunder will be governed by New Zealand law and you agree to submit to the exclusive jurisdiction of the New Zealand courts in respect of any disputes or claims arising out of or in connection with the Services. 

19.2 If any provision of these Terms of Use is determined to be illegal, invalid or otherwise unenforceable, then to the extent, it shall be severed and deleted from these terms and the remaining terms shall survive and continue to be binding and enforceable.

19.3 No delay, neglect, or forbearance on the part of either party in enforcing against the other party any term or condition of these Terms of Use shall either be or be deemed to be a waiver or in any way prejudice any right of that party under these Terms of Use.

19.4 These Terms of Use, together with the Privacy Policy, constitute the entire agreement between the parties with respect to the access to and use of the Services and supersedes all prior or contemporaneous understandings regarding such subject matter.

19.5 Any provision necessary for the interpretation or enforcement of these Terms of Use shall survive any expiry or termination.