This letter and hosting agreement sets out the terms and conditions under which Bizworks Limited (“Bizworks”) will licence “You” Bizworks CRM (“the Software”). Signing up for Bizworks CRM indicates your acceptance of these terms and conditions.
Software
Bizworks reserves the right to alter these terms and conditions at any time as Bizworks CRM and Bizworks services evolve. Terms and conditions will remain available for you to read on the Bizworks CRM website and your continued use of the Bizworks CRM service is taken as acceptance of the latest terms and conditions. When we make a change to the terms and conditions we will notify you of the change via the Bizworks CRM website.
1. Licence: Bizworks agrees to grant you a licence to use Bizworks CRM internally for the purposes of your organisation on the terms set out in this letter and the hosting agreement attached. The licence is limited to named user numbers (internal and/or external to your organisation) and you are able to add or remove users at any time. If you add a user, you acknowledge your obligation to make payment for that user. Named user licenses are not transferable.
2. Payment: You may cancel your subscription to Bizworks CRM by written (email) notice to Bizworks within 30 days of subscribing and no payment will be due and no invoice will be issued. Your first invoice will be issued on the first of the month following your 30 day right of refusal period. Invoices will be issued to you via email and are payable within 10 days of the invoice date. The 30 day right of refusal period will be applied once per organisation and any users added after this period will not be extended a right of refusal period. Where you have not paid any Fee within 14 days of its due date, Bizworks has the right to terminate this agreement and revoke any or all licences given under it and all sums due at the time of termination shall remain payable in full. Payment will be at the amount published on the Bizworks CRM website and Bizworks may make changes to the amount by providing 30 days notice via email.
If you cancel your subscription, your account will be disabled at the end of the current month and your invoice for that month will remain payable in full.
3. Ownership: You acknowledge that Bizworks is the sole owner of the Intellectual Property in the Software, any manuals, documentation or other material ancillary to the Software, and any modifications made to the Software whether at your request or not and whether paid for by you or not.
You are the sole owner of the data you store within the Software. Bizworks, via its third party vendors, has best practice procedures including regular data back up in place however it does not accept liability for any loss of data. You must maintain copies of your data. You will ensure your passwords remain confidential to you and you will notify Bizworks immediately if your password is compromised so that your password can be reset. You will ensure that any data you enter into the Software is your property and you will be responsible for any breach of copyright.
4. Support: You will make all reasonable efforts to solve any issues, including checking the support provided through the Bizworks CRM website before contacting Bizworks for support. Support requests can be made by emailing support@bizworkscrm.com.
5. Supply for Business Purposes: You acknowledge that you are acquiring the Software for business use and that if the supply of the Software would normally be subject to the Consumer Guarantees Act 1993, or its successor, that Act does not apply to the supply of the Software.
6. Warranty:
(a) Bizworks will use its best endeavours to fix any bugs or errors in the Software reported in writing to it by you at its own cost. Added features or changes in the way the Software works are not bugs or errors and will be implemented at Bizworks discretion.
(b) No other warranty or condition in relation to the Software may be implied against Bizworks by any statute, at common law, or otherwise, and no representation, condition or warranty may bind Bizworks unless it is in writing and signed by Bizworks.
(c) It is your sole responsibility to ensure that the Software meets your needs.
(d) Bizworks provides continuity of access to Bizworks CRM on a best endeavours basis. You will be notified of any significant planned outage for the purposes of maintenance or upgrade via the BizworksCRM website. Bizworks is not responsible for any inability to access the Software or any speed issues resulting from factors outside its control.
7. Limitation of liability: Bizworks' liability in relation to any claim of any nature made under this agreement is limited to a sum equivalent to the fees you have paid in the 3 months prior to the claim.
8. Use of Software: You must not:
(a) sell, assign, lease, transfer or otherwise dispose of the Software or any part of it; or
(b) copy, alter, modify, reproduce, reverse engineer, reverse assemble or reverse compile the Software or any part of it or any related materials, or permit any other person to do so; or
(c) attempt to gain access to any data that does not belong to you; or
(d) attempt to compromise in any way the systems or property of Bizworks’ hosting partners or
(e) transmit or store any viruses or offensive or unsafe material
You are responsible for ensuring that all campaigns and communications you manage via Bizworks CRM are legal and that they will not be construed as spam. Bizworks accepts no liability for the legality of your campaigns and is unable to advise you on this matter.
Bizworks reserves the right to terminate this agreement and your access to the Software if you breach any of the points in this clause.
9. Alternative Dispute Resolution: Where any dispute arises between you and Bizworks concerning or in any way arising out of this agreement, the parties must make genuine efforts to resolve the question, dispute or difference themselves through good faith negotiations and if they are unable to resolve the matter then by mediation without resorting to litigation. If within 30 days of written notice of a dispute from one party to the other, no procedure has been agreed to mediate the dispute, then the party giving notice may resort to litigation.
10. Entire Agreement/Amendments: This agreement and the Schedule together with any documents incorporated expressly by reference in either embody the full understanding of the parties and may not be changed without the prior written consent of the parties.
11. Third Parties: This agreement is not intended to create any obligation enforceable by any third party under the Contracts (Privity) Act 1982.
12. Further Assurance: You and Bizworks undertake to do all acts and things and execute any documents which may be required to be executed to carry out or give effect to this agreement.
13. Governing Law: This agreement will be construed and take effect as a contract made in New Zealand and will be governed by New Zealand law, and you submit to the non-exclusive jurisdiction of the New Zealand courts.
Hosting
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Terms & Conditions
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Customer Use Terms
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1.1 Customer & Bizworks Contract: Customer has requested Bizworks to provide Customer with services relating to browser accessed applications for use in Customer’s business (“Customer Contract”).
1.2 Appserv Services: Appserv Limited (“Appserv”) provides a range of managed technology services (“Appserv Services”) to Bizworks which enable Bizworks to provide services to Customer. Appserv agrees to Bizworks utlilising the Appserv Services for this purpose, subject to Bizworks and Customer agreeing to the following Customer use terms.
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Use & Ownership |
3.1 Use subject to these Customer Use Terms: Customer agrees its use of any Appserv Services (directly or indirectly) will be on the terms and subject to the obligations set out in this agreement.
3.2 Consent to use: Customer may not supply, licence, or grant to any 3rd party any rights to use or access the Appserv Services except in accordance with this agreement. Appserv’s provision of the Appserv Services is to Bizworks and is subject to the terms of any relevant agreement between Appserv and Bizworks from time to time.
3.3 Intellectual property ownership: The Customer expressly acknowledges that it does not obtain any ownership or intellectual property rights in anything comprising the Appserv Services. This clause 3.3 survives termination of this agreement.
3.4 Third party licence terms: The Customer acknowledges that Appserv Services will include rights to use intellectual property of third parties. Where owners or licensors of that intellectual property require end user licence terms to be agreed by end users of their intellectual property, then Bizworks may provide such licence terms to the Customer and the Customer will sign such reasonable end user terms as may be provided from time to time.
3.5 IP Definition: For the purposes of this agreement, “Intellectual Property” means copyright, all rights in relation to inventions (including patents), registered and unregistered trade marks, registered and unregistered designs, circuit layouts and confidential information, and all other rights anywhere in the world resulting from intellectual activity in the industrial, scientific, literary or artistic fields
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Warranties, Liability, & Microsoft
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4.1 Warranties: Except to the extent prohibited by law, the Customer agrees that Appserv makes no warranties to it in relation to the Appserv Services, and all warranties, representations and/or guarantees (other than those contained in this agreement) are hereby excluded, including any warranty of merchantability or fitness for a particular purpose.
4.2 Liability: The Customer acknowledges the Appserv Services are provided to it through Bizworks and all claims Customer has in relation to the Appserv Services will be made against Bizworks under the Customer Contract. The Customer will bring no claim against Appserv in respect of the Appserv Services and all liability of Appserv, direct or indirect (whether in contract, tort or otherwise) is excluded.
4.3 Consumer Guarantees Act does not apply: Customer acknowledges that it is acquiring Appserv Services for business purposes and agrees the provisions of the Consumer Guarantees Act 1993 will not apply to any Appserv Services.
4.4 Agency and representations: Bizworks is an independent party and is not an agent of Appserv’s. Bizworks has no authority to make and Customer does not rely on, any representation by or on behalf of Appserv or in respect of the AppServ Services.
4.5 Survival: This clause 4 survives termination of this agreement.
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Confidential |
5.1 This Agreement and Appserv Services: The parties acknowledge that this agreement, the Appserv Services, and the descriptions, terms, methodologies, and intellectual property rights relating to the Appserv Services are confidential and Customer will not disclose any such information to any 3rd party without the prior written consent of Appserv.
5.2 Customer Data: Appserv may possess and use the Customer Data only for the purposes of providing Appserv Services. Customer acknowledges that Appserv may allow Bizworks access to the Customer Data without further consent of the Customer. For the purposes of this agreement, “Customer Data” means the information relating to the Customer’s business held from time to time by Appserv as a result of Customer’s use of the Appserv Services
5.3 Survival: This clause 5 survives termination of this agreement. |