ebizdocz ® Limited’s Standard Operating Procedure (SOP) documentation package for Quality Management Systems and/or Health and Safety Systems, including any modifications or updates made available to you by us, for your internal business purposes, that are provided from the Business Location(s) specified above (at our discretion) during the Term.
Scope of Licence
A personal, non exclusive and non transferable right for you to access and use the Service for your internal business purposes provided from the Business Location(s) specified on the Application Form or as notified by you, during the Term.
This agreement begins when we set up your user name and password access to the Service to be available for your internal business purposes provided from the Business Location(s) specified on the Application Form or as notified by you.
Subscription Fee: As per ebizdocz ® Limited quote
Software Maintenance Fee: minimum of NZD $90.00 per month per Main Business Location plus additional Business Locations (if any) plus GST (if any)
We will invoice you for Fees and you will pay our invoices (including relevant taxes) by the earlier of, either the term specified on the invoice, or 20th of the month following the date of the invoice.
Documentation compliance with certain regulations and requirements, government certification in certain areas
Business Location(s) means the address of your business being the Location(s) specified on the Application Form or as notified by you for which we provide you a username and password to enable you to access to the Service.
Intellectual Property means all intellectual and industrial property rights and interests (including common law rights and interests) including:
(a) patents, trade marks, copyright, registered designs, domain names, symbols and logos;
(b) patent applications and applications to register trade marks, service marks and designs; and
(c) tools; techniques, inventions, discoveries, developments, trade secrets, know‑how, information and logical sequences (whether or not reduced to writing or other machine or human readable form);
GST means goods and services tax payable under the New Zealand Goods and Services Tax Act 1985;
Password means the unique username, password and any other security measures we provide to enable you to access the Service and/or to protect the confidentiality of the information; and
Your Information means any information posted on the Service by you and which is stored on the Service.
2 Fees and Payment
2.1 You agree to pay the Fees to us on the Payment Terms.
2.2 We reserve the right to change the Fees during the Term, for example if the Services are required to be provided from additional Business Locations other than as provided on the Application Form.
2.3 The Fees are non-refundable.
3 Your use of the Service
3.1 You must:
(a) only use the Service for the Business Location(s) described on the Application Form, for the purposes for which it is provided and in accordance with any reasonable directions given by us;
(c) not use the Service in any way which is illegal or may cause harm to any other person, or could damage our network or that of any other operator and you indemnify us against any claims, damages, losses or expenses arising from such unauthorised use;
(d) use all reasonable efforts to protect the Service from unauthorised use, reproduction, distribution or publication; and
4 Our Obligations and Warranties
4.2 Services include, but may not be limited to Quality Management Systems and Health and Safety Systems using processes as indicated below including:
(a) Online documentation management
(b) Content management
(c) Online forms and formats
(d) Online training
(e) Consultancy Services
4.3 If you subscribe to our support and maintenance service, in consideration for the Maintenance Fee we will use all reasonable endeavours to update the Service within 30 days of a relevant change becoming legally effective.
4.4 We will:
(a) take every reasonable precaution to ensure that the Service is reliable, adequate, and secure;
(b) use reasonable endeavours to provide you with continuous access to the Service, but we do not warrant that the Service will be continuously available. We will not be liable if the Service is unavailable to you, including due to:
(i) your or our operational or technological restrictions;
(ii) downtime attributable to malfunction, whether caused by your system, our system or that of a third party;
(iii) upgrades or preventative or remedial maintenance activities; or
(iv) events beyond our control;
(c) give you notice as reasonably possible of the likely occurrence of any of the events in clause 4.4 (b) above.
(d) not be liable if the Service is unavailable to you, including due to: where we are aware of any of these events prior to them occurring; and
(e) use all reasonable endeavours to ensure that the Service will enable you to achieve Certification, provided that you comply and correctly use the most up to date version of the Service.
4.5 All warranties, representations or conditions other than as specifically identified in this clause 4, whether implied by statute, law, trade, custom or otherwise which would otherwise apply to the Service are expressly excluded to the fullest extent permitted by law (including that the Service is error free or secure).
4.6 You represent and warrant that you are purchasing the Service solely for business purposes and acknowledge that consequently the Consumer Guarantees Act 1993 shall not apply.
5.1 We will issue you with Passwords to access the Service for the Business Location(s) specified on the Application Form or as notified by you.
5.2 You are responsible for any use of the Passwords, and you must not disclose any Password to an unauthorised person.
5.3 Subject to access through the use of Passwords, we will also take every reasonable precaution to ensure that the confidentiality of Your Information is protected, except if it:
(b) becomes generally known by the public other than due to a breach of this clause; or
(c) is legally required to be disclosed.
6 Intellectual Property
6.2 From time to time, Intellectual Property rights may arise, or be created, in the course of providing the Service. We will be the only owner of these rights. You agree to do anything we reasonably request to give effect to that ownership.
6.3 However, the foregoing does not affect Intellectual Property rights in Your Information.
7 Limitation of Liability
7.1 If you have used the most up to date version of the Service for the Business Location(s) correctly and completely and because of any error or inaccuracy in the Service you are not capable of Certification as at the date that the Service is used, we will refund an amount equal to the Fees paid by you to us during the preceding 12 months.
7.3 Other than as set out in clause 7.1 above, you acknowledge that we are not responsible for any use by you of, or reliance on, the service which is otherwise provided on an “as is” and “where available” basis. Clause 7.1 represents your sole remedy and our sole liability to you in relation to the service and we will not have any further liability or responsibility to you for any injury, loss (including, without limitation, loss of profits, data or business opportunity) or damage, whether direct, indirect or consequential, or whether arising in contract, tort, equity or otherwise arising between the parties.
(a) goes into voluntary liquidation (other than for the purposes of solvent amalgamation or restructuring) or is placed in liquidation by a court having jurisdiction; or
(b) has a receiver appointed in respect of any of its undertakings; or
(c) has a judgment made against any of its assets, which judgment remains unsatisfied for not less than 10 days.
10 Consequences of Termination or Expiry
(a) you will promptly pay to us any outstanding amounts; and
(b) you will promptly pay an amount equal to 50% of the Fees payable by you to us for the remaining period of the contract at the Fees current at the time of termination; and
(c) on payment of the fees outlined in 10.1(a) and 10.1(b) above you have the right to purchase a single-use licence for export of your information, in the case of documentation, to a Word file, or in the case of data, to an Excel file.
11.1 In consideration of ebizdocz ® Limited agreeing to provide the Client with an account at the Guarantor’s request, the Guarantor guarantees payment in accordance with clause 2 herein. The Guarantor covenatns with ebizdocz ® Limited that:
(a) No release, delay or other indulgence given by ebizdocz ® Limited to the Client or to the Client’s successors or assigns or any other thing whereby the Guarantor would have been released had the Guarantor been merely a surety shall release prejudice or affect the liability of the Guarantor as a guarantor or as an indemnifier.
(b) As between the Guarantor and ebizdocz ® Limited, the Guarantor may for all purposes be treated as the Client and ebizdocz ® Limited shall be under no obligation to take proceedings against the Client before taking proceedings against the Guarantor
(c) The guarantee is for the benefit of and may be enforced by any person entitled for the time being to receive the payment.
(d) Should there be more than one Guarantor, their liability under this guarantee shall be joint and several
You agree that we may collect personal information (as defined in the Privacy Act 2020) about you and any person using the Service. The information may be obtained from you and others, or generated from equipment used to provide our services when you and anyone else uses the Service. You may decide whether to provide any information we seek from you. However, if you do not provide it, we may not be able to provide the Service for you. You may ask to see personal information we hold about you, so long as we can readily retrieve it, and ask for any details that are wrong to be corrected. We may hold the personal information and share it with our related companies, with our officers, employees, contractors, agents and customers, with collection agencies and with credit reference agencies, so as to provide services or information to you and others, send you bills, recover money you owe and keep you informed of services available to you.
We and our related companies may communicate with you, and you consent to use, provide, receive and accept information (including notices and all other communications between us and you), in electronic form for all purposes in connection with this agreement (unless specifically agreed otherwise).
14 Transferring rights and responsibilities
15.1 We may:
(a) advise our clients and potential clients that you use the Service; and
(b) refer to your use of the Service in our advertising and marketing materials.
16 Dispute Resolution
The parties will use all reasonable endeavours to resolve any dispute between them. If the parties cannot agree the dispute will be determined in accordance with the Arbitration Act 1996 (excluding clauses 4 and 5 of the Second Schedule to that Act).
17 Entire Agreement
20 Applicable Law
21 Amendments to Agreement
Last updated March 2019