Version: 1.4 | Last updated: 4 July 2019
1.4 You confirm that you have the authority to act on behalf of any entity for whom you are using the Services.
2 DEFINITIONS AND INTERPRETATION
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”.
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.
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.
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.
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.
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.
(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).
4.3 You acknowledge and agree that:
(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
5.3 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).
5.5 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;
(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
5.8 In connection with the Services, you agree as follows:
(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.
6.1 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.
7.1 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;
(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).
7.9 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.
8.6 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.
9.3 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).
(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.
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.
11.1 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.
14.3 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.
17 FORCE MAJEURE
(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
(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.