SUBSCRIPTION TERMS OF SERVICE (“Terms”)
Please read these Terms and Conditions (“Terms”. “Terms and Conditions”) carefully before using software operated by Tranzparent Software Ltd. (referred to as ‘TSL”)
Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.
By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.
TSL agrees to supply, and you agree to use TSL software on the terms of service and conditions set out in these Terms.
TSL agrees to supply the User with a software product in a safe and secure environment
- The User agrees to use the software in a secure and responsible way
- Protection of your username and password
- Unless you take adequate security precautions, it may be possible for an unauthorised person to gain access to your TSL’s software data. It is important to take all reasonable precautions to ensure that your username and password remain secure and confidential at all times and are not mis-used In particular:
- You must not tell anyone your username or password, including any member of your family;
- You must not let anyone else, whether acting as your adviser or otherwise, access TSL software using your username and password; and
- You should reset your password if you think anyone else might know your password, or contact us as soon as possible to arrange a new password.
- You agree to be liable if your login details are used by any unauthorised person.
- You will not:
- Interfere with or overload TSL’s operational system;
- Copy, reproduce, alter, modify, create derivative works, or publicly display, any part of any content from TSL software without obtaining written permission to do so;
- Use TSL software in any way that is prohibited by law, regulation or government order in any relevant jurisdiction, or in a way that violates a third party’s legal rights;
- Use TSL software in a way that could harm or impair anyone else’s use of it;
- Use TSL software to gain unauthorised access to any service, data, or network by any means;
- Falsify any protocol or email header information (e.g. spoofing);
- Reverse-engineer, reverse-assemble, decompile, or otherwise attempt to discover source code, formulas or processes in respect of the software behind TSL
- Upload any material (including pdf. files) into TSL software which:
- Is harmful, threatening, abusive, vulgar, obscene or otherwise objectionable;
- Contains Personal Information of any other person, without that person’s express or implied consent;
- Infringes on the intellectual property rights of any other party; or
- Contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment.
- Use TSL’s software to send “spam” or otherwise make available any offering designed to violate these Terms; or
- Remove, modify, tamper with any regulatory or legal notice or link that is incorporated into TSL’s software.
- You will be billed on a subscription basis (“Subscription(s)”). You will be billed on a recurring monthly basis
- You must pay all subscription fees due to us in relation to your use of TSL on the due date.
- Changes to subscription fees – We will give you at least 30 days’ notice before the change takes effect, we may:
- Change the amount of any subscription fee and/or introduce a new fee; and
- Change the frequency or circumstances in which a fee is payable.
- You authorise payment of your monthly subscription fees from your debit or credit card
- Processing subscription payments -
- Debiting of your subscription fee will occur monthly in advance meaning that the first monthly fee will be debited on the date on which you join and then per calendar month on the same date as your sign up date unless another date is agreed upon by both parties.
- We will provide a monthly invoice detailing the subscription fees to be debited
- e. It is your responsibility to ensure that:
- You have sufficient credit or funds available in your nominated credit/debit card facility to cover your monthly payment; and
- Your credit/debit card details are current and correct.
- Any changes to your card details ie expiry date, cancellation, or change of card expiry date it is up to you to update the new card details in advance of your next due date Failure to do so will result in your subscription falling into arrears and will ultimately lapse
- If your payment is not paid on due date we will email you a reminder
- If the Fees remain unpaid for more than 30 days, we will suspend or terminate your use of TSL software
Third Party means any person who we have contracted to help us provide TSL software. This includes all service providers engaged by us for the delivery, maintenance and administration of TSL software.
- You authorise us to give a Third Party or other person any authority, consent or instruction in respect of TSL software, as reasonably required to enable us to provide TSL software to you.
- Providing access to other Users - If you are the owner of the Business or the authorised administrator for your subscription, you can authorise other people (including Professional Partners) to have access to your TSL software data as Users. Subject to the access rights you grant, they will be able to view and modify your TSL software data. Their use of TSL software is subject to these Terms. It is prudent to provide them with a copy of your authorisation. You are responsible for their use of TSL’s software. You can stop their access at any time
Links to Other Web Sites
- Our services may contain links to third-party web sites or services that are not owned or controlled by TSL
- TSL has no control over, and assumes no responsibility for: the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that TSL shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.
- Until your use of TSL’s software is terminated, you have a non-exclusive and non-transferable licence to use TSL’s software in the way that we authorise from time to time.
- We retain our intellectual property rights. Nothing in the Terms grants you a right to use any of the following without an agreement in writing between you and TSL and annexed to these Terms. Our intellectual property rights include:
- Software, documents, templates, design rights, trademarks, copyright, business names, logos, trading styles, processes or methodologies
- All intellectual property as outlined in Third Party’s Terms & Conditions
- Other intellectual property, and you (including any of your authorised persons) must not use, reproduce or modify these intellectual property rights
- Intellectual property rights deriving from your use of TSL’s software - You agree that any intellectual property rights in any systems, processes or methodologies developed by you which derive from your use of TSL’s software become the intellectual property of TSL.
- By you:
- You can terminate your TSL software subscription at any time
- If you terminate a subscription in the middle of a billing cycle, you will not receive a refund for any period of time you did not use in that billing cycle unless you are terminating the agreement for our breach and have so notified us in writing to email@example.com
- You may also terminate your TSL software subscription if we fail to remedy a material breach of these Terms by giving us notice in writing of such breach. Depending on the time frame it may take to remedy this breach we will provide you with this time frame upon receipt of your notification.
- By Us:
We can terminate your TSL software subscription without prior notice under the following circumstances:
- If you fail to comply with these Terms (such as a failure to pay subscription fees when due)
- You fail to remedy a material breach of these Terms within 7 days after we give you notice of the breach.
- If you use the services in a way that causes legal liability to us or disrupts others’ use of the services
- We may also suspend providing the services to you if we are investigating suspected misconduct by you.
- We have concerns about the Business’ operation of TSL
- We receive notification of a dispute from one or more of the directors or principals of the Business;
- You go into liquidation, administration, insolvency, bankruptcy or such other similar arrangement with creditors
- Something which affects TSL:
- Change to any Third Party arrangement necessary for the service renders the ongoing operation of TSL substantially unworkable or non-functional
- A change in regulation which makes the ongoing operation of TSL substantially unworkable or non-functional
- 0r we believe this is necessary either to protect the security, integrity or reputation of TSL’s function, service or facility, or to otherwise protect our interests.
- There is a change in who owns or controls the Business.
- We will notify you in writing (which includes by email) of the suspension or termination prior to closure of the service, however if there is a time- sensitive situation where we decide that we need to take immediate action notification in writing to you will be sent via email immediately closure has taken place. In this situation TSL has no obligation to retain your content upon termination of the applicable service.
- We can reinstate a termination in our absolute discretion by written notice to you, and this takes effect on receipt or any later time specified in the notice, subject to you meeting any conditions set out in the notice.
Time limit for data extraction
- You will have 5 working days from the effective date of termination to extract your data from TSL, after which time you will have no further access to TSL software or your data. TSL reserves the right to charge a fee for download of data. It is recommended for compliance purposes that you remove your data within the time frame. As soon as possible after this time we will delete your data from our servers.
- if there is a time- sensitive situation where we decide that we need to take immediate action to close down your access to our services TSL has no obligation to retain your content upon termination of the applicable service.
Liability, warranties, representations and indemnities
- We provide no warranty that TSL’s software is suitable for your needs.
- We will not be held liable for the contents of all templates created or used by yourself, staff, Adviser, or third parties
- TSL’s provision of services are likely to change over time which may mean that TSL may not always be suitable for your needs. We take no responsibility where these changes no longer meet your needs.
- We provide no warranty and make no claim in relation to our TSL’s software performance.
- You must assess the ongoing suitability of TSL for you and your Business. We will not necessarily be aware of your individual business needs and therefore cannot provide any specific recommendations regarding your use of TSL’s software
- We and Third Parties will not be liable to you or the Business for;
- Any Loss or Claim relating to the provision of TSL’s services or third party data, delays, disruptions, inaccuracies or the loss of data;
- Any Loss or Claim relating to your use of, or reliance upon third party data through the TSL’s service
- The actions or inaction of Third Parties, Other Application providers or other persons (including those which may be negligent or unauthorised) relating to TSL
- Any Loss or Claim arising from a failure by us to comply with the Terms for any cause which could not reasonably be controlled or prevented by us;
- Any Loss or Claim arising from a failure by you or the Business to maintain archive records of your data; or
- Any Loss or Claim incurred by you in connection with the submission of inaccurate or incomplete data
- You indemnify us, our staff, and Third Parties, (Indemnified Parties) against any Loss or Claim suffered or incurred by the Indemnified Parties or any of them arising from your negligence, misrepresentation, fraud, breach of law or breach of these Terms.
- You indemnify the Indemnified Parties for any Loss or Claim suffered or incurred from the unauthorised use of your Username or a Password.
- If the Indemnified Party caused or contributed to a Loss or Claim, then your liability under section 9.7 & 8 above is limited to the amount of the Loss or Claim which is directly attributable to your conduct.
Changes to Terms
- We reserve the right, at our sole discretion, to modify or replace these Terms at any time. This includes any change to subscription fees. If a revision is material we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our discretion.
- However if we need to restore or maintain the security of TSL’s software immediately, we may change your use and access to TSL software without advance notice.
- You will agree that all communications between you and us in relation to TSL will be by email (firstname.lastname@example.org) unless another method is agreed to by the addressee.
- Any notice or other communication to or by a party by email is regarded as being given by the sender and received by the addressee when a delivery confirmation report is received by the sender which records the time that the email was delivered to the addressee’s email address (unless the sender receives a delivery failure notification indicating that the email has not been delivered to the addressee).
- We may provide a notice or other communication to you by a posting to you via email unless another method is agreed to. That notice or other communication is regarded as being given by us and received by you when the posting is made.
- Change of details - You must update changes to your details or details of other Users in relation to TSL when these occur
- These Terms and the documents incorporated by reference, including your application for TSL software and any price increase notifications provided to you by email, letter or phone from time to time, contain the whole of the agreement between us and you in relation to TSL software. Any representations or warranties made by our staff before you are accepted for your TSL software subscription are not effective unless expressly set out in these Terms. Any waiver of our rights or powers under these Terms may only be given in writing signed by our authorised officer.
- If any part or provision of these Terms are void, unenforceable or illegal in a jurisdiction, that part or provision does not apply in that jurisdiction. However, the remainder of the Terms continue in operation in that jurisdiction unless this would alter the basic agreement between you and us, in which case we can terminate your use of TSL’s services at our election.
- No waiver by us - If we do not insist upon strict performance of any part or provision of these Terms, that waiver will not be deemed to be a waiver of a subsequent breach or default of these Terms.
- Assignment - You cannot assign or otherwise transfer the benefit of the agreement between us and you without our prior written consent. We can assign or otherwise transfer the benefit of the agreement between us and you.
- Which laws apply to the Terms - If you accept these Terms in New Zealand, these terms are governed by the laws of New Zealand and the courts of New Zealand have jurisdiction over the parties to these Terms (being you and us). If you accept these Terms outside of New Zealand you will need to check laws within your own country.
- The System Support team will endeavour to rectify all technical issues as soon as possible. All notified issues shall be looked at and responded to within 1 working day. However where the issue may require further time to be resolved the user will be notified of an estimated time to resolve.
- Liabilities – There is no additional cost over and above your subscription fee for provision of technical assistance which may occur from time to time, however if it is established that the issue has been caused by the user then TSL reserves the right to bill the user for related costs incurred.
Customisation of Plans
- All Plans may be customised to suit your requirements. The cost for this service will be provided at the time of request.
- We will not collect, disclose or use your Personal Information to provide your personal information to any marketing or Third party organisation. We will not collect Personal Information from you from public sources such as social media websites and from Third Parties.
If you have any questions about these Terms, please contact us at email@example.com