1. ACCEPTANCE AND AMENDMENT
1.1 Acceptance of Terms: These Terms apply to your use of AUDITZ. By registering an account, accessing or using AUDITZ, you accept these Terms. If you are an authorised representative of another person (e.g. a company), you confirm that you are authorised to, and do in fact, bind that person to these Terms. If you do not accept these Terms, you must immediately stop using AUDITZ.
1.2 Amendment of Terms: We may amend these Terms at any time by updating them on this Website. All amendments will be effective immediately upon an update being made. You are responsible for ensuring that you are familiar with the latest Terms. By continuing to access or use AUDITZ following an update, you agree to be bound by the amended Terms.
These Terms were last updated on 01/04/2022.
1.3 Notice: You agree that publication of information on the Website by us or communication with you by email is sufficient to satisfy any notice or communication requirements we may have under these Terms.
2. DEFINITIONS
2.1 Definitions: In these Terms:
Confidential Information: Any information that is not public knowledge and which is provided or obtained by you in the course of or in connection with your use of AUDITZ.
Client: A User who registers an account with us.
Fees: The prices as set out at www.Auditz.nz/pricing.
Partner: An authorised reseller of AUDITZ.
Partner Content: Data, content and information that originates from a Partner and which is provided, uploaded, stored or transmitted by us or the Partner as part of AUDITZ.
Personal Information: has the meaning given in the Privacy Act 2020.
AUDITZ: the services delivered by us for the purposes set out in clause 3.1, and which are accessed through the Website and any AUDITZ software.
Terms: These terms and conditions titled AUDITZ Terms of Use.
User: Any person accessing or using AUDITZ, including any employee of a Client, or Partner, safety consultant, industry regulator or auditor.
User Content: All data, content and information (including Personal Information) that originates from a User and which is provided, uploaded, stored or transmitted by that User using AUDITZ.
we, us or our: Stay Safe Auditz Software Limited.
Website: www.AUDITZ.io
you or your: The person accessing or using AUDITZ.
3. GENERAL DESCRIPTION
3.1 Purposes: AUDITZ provides an online platform to assist enterprises to manage their workplace health and safety requirements. Our aim is to:
a. enable easy and up-to-date reporting on safety and quality matters;
b. allow Users to access User Content from anywhere in the world, and customise their access and control levels;
c. help manage hazards which pose the largest risks;
d. help notify enterprises when company records, documents, equipment, staff meetings or staff training requires inspecting or reviewing; and
e help Users connect with third parties who have a role to play in helping that User meet their health and safety obligations.
3.2 Legal compliance: AUDITZ merely provides an additional tool to assist you in managing your health and safety requirements. AUDITZ is not a foolproof means of ensuring the safety of any person. You must not rely solely on AUDITZ, or solely on any aspect of AUDITZ, to ensure the safety of any person. You acknowledge that all legislative and regulatory health and safety obligations lie entirely with you. We take no responsibility for any injury or death, whether foreseeable or not, in connection with the use of AUDITZ.
3.3 User Content: We do not undertake to monitor Users or their User Content, nor to verify the accuracy of User Content or Partner Content, nor to verify the suitability of any person for any purpose, nor to perform background checks on any User, User Content or Partner Content. AUDITZ is provided on an “as is” basis, and you use it at your own risk.
3.4 Partners: We may choose to deliver AUDITZ in conjunction with one of our Partners. A Partner may be responsible for providing Partner Content as part of AUDITZ to augment those services. Where you have purchased your rights to use AUDITZ through one of our Partners, you must comply with the agreement between you and the Partner, as well as these AUDITZ Terms of Use.
4. AUTHORISATION
4.1 Authorisation: We authorise you, on a non-exclusive and non-transferable basis, to access and use AUDITZ on these Terms for the intended purpose of AUDITZ in relation to your own legitimate business or regulatory purposes.
5. FEES
5.1 Payment method: Clients can choose between two methods of payment:
i. by invoice – AUDITZ invoices are payable in advance on the 20th of the month, starting from the date the account was created; or
ii. by Visa – clients can sign up for automatic payments in advance using Visa, on the day the account is created.
5.2 Timing of payments: Clients can choose to pay monthly or yearly. Please refer to our pricing sheet for information.
5.3 Overdue payments: Overdue payments incur a late payment fee of $50 per late occurrence, and an interest rate of 3% per month on the remaining balance until it is paid in full. We have the right to suspend or terminate your access to our Services if your payment of fees becomes overdue.
5.4 Taxes: All fees are exclusive of taxes (unless otherwise indicated), and the Client indemnifies and holds us harmless against any claims by any tax authority for any underpayment of any sales, use, goods and services, value added or other tax or levy, and any penalties and/or interest.
5.5 Changes to fees: We reserve the right to amend the fees from time to time. Where any third party charges are imposed in relation to AUDITZ or as a result of any use of AUDITZ, the fees do not include those charges. You are responsible for any third party charges incurred in the use of AUDITZ.
6. GENERAL OBLIGATIONS OF USE
6.1 Security of user name and password: AUDITZ is made available on an individual User basis via the provision of individual user names and passwords. You are responsible for keeping your user name and password secure. You agree:
a. not to permit any other person to use your assigned user name and password;
b. not to disclose, or provide to any other person, your assigned user name and password;
c. to notify us immediately upon you becoming aware of disclosure of your user name and password to another person;
d. not to impersonate another person or misrepresent authorisation to act on behalf of others or us; and
e. not to attempt to view access or copy any User Content other than that to which you are authorised to access.
6.2 Information: You warrant that all User Content uploaded by you is true, complete and accurate and is not in breach of any third party rights, objectionable, defamatory, obscene, harassing, threatening, incorrect, misleading or unlawful in any way.
6.3 Risk:
a. In your use of AUDITZ, you may have access to other Users’ User Content and other Users may have access to your User Content, particularly where those Users form part of your AUDITZ network;
b. As with any use of online services to provide, upload, store or transmit information, there is a risk of unauthorised access or use of that information by others. You bear the risk that any Confidential Information included in your User Content, including Personal Information, could be improperly used or disclosed by any other person.
6.4 Confidentiality: Despite your acknowledgement of the risk in clause 6.3, you agree to keep confidential at all times any Confidential Information and ensure that any professional advisor or Users joined to your network are aware of and comply with the provisions of this clause. You will not use or disclose any other User’s User Content other than for the purpose of using AUDITZ for its intended purpose, unless you have the consent of the person to whom the information relates. Your obligation under this clause continues even after you have stopped using AUDITZ.
6.5 Use of AUDITZ: You must not act in a way, or use, or attempt to damage, interfere with or introduce anything (including, without limit, sending or posting spam, introducing any virus, robot, spider, scraper or other automated means to access AUDITZ) that compromises AUDITZ, or software or systems underlying or connected to AUDITZ.
6.6 Restriction: Except to the extent expressly permitted by these Terms or by law, you must:
a. not resell, adapt, store, copy, distribute, display, publish, reproduce or create derivative works from any part of AUDITZ including any User Content or Partner Content;
b. comply with any other conditions or restrictions of use imposed by another User in relation to that User’s User Content;
c. not translate, adapt, vary, modify, disassemble, decompile or reverse engineer any part of AUDITZ, or its underlying software or systems.
6.7 Breach by others: To avoid doubt, any act or omission by an employee of a Client, or by any person using your User name and password, which would be a breach of these Terms if carried out by that Client or by you (as the case may be), is deemed to be a breach of these Terms by that Client or you (as the case may be).
7. RELATED SERVICES
7.1 Related Services: We may provide additional services related to those provided under AUDITZ (Related Services). If you choose to use a Related Service, these Terms will apply to your use of the Related Service, including any obligation to pay further fees as stated at www.auditz.io/store.
7.2 Support: If you have any issue with the operation of AUDITZ, contact us at [email protected] .
8. CONTENT AND PRIVACY
8.1 Privacy: AUDITZ is a subscription-based service provided by us. In order to provide AUDITZ, we collect some Personal Information about you.
8.2 Privacy protected: When you provide Personal Information to us, we will comply with the New Zealand Privacy Act 2020.
8.3 Collection and use of Personal Information: The Personal Information you provide to us is collected, and may be used by us, or shared with our Partners for them to use, for:
a. providing or improving AUDITZ,
b. monitoring website usage and compliance with these Terms,
c. carrying out internal research and development; and
d. providing information to you about additional products or services that may be of interest to you.
8.4 Collection and use of aggregate Content: You agree that we and our Partners may retain and aggregate User Content, including your User Content, to provide other of our respective services to our general customer base, for marketing purposes, and may provide that aggregate User Content to third parties, provided that such use does not enable the identification of any individual, i.e. is anonymised.
8.5 Consents and approvals to access User Content: You must obtain all consents and approvals necessary to enable you, us and our Partners to collect, use, hold and process your User Content (including any Personal Information) in accordance with these Terms, and you agree to ensure that you collect, use, hold and process any User Content (including Personal
Information) in accordance with your obligations under the Privacy Act 2020 and any other applicable privacy law.
8.6 Public page: Some features of AUDITZ may enable you to share your User Content with other Users and/or with third parties. You acknowledge and agree to your User Content being shared with those persons where you have chosen to use those features of AUDITZ.
8.7 Backups of Content: We will use reasonable efforts to take standard industry measures to back up all User Content stored using AUDITZ, however, you agree to keep a separate back-up copy of all of your User Content uploaded in relation to your use of AUDITZ.
8.8 International storage of Content: You agree that we may store User Content (including any Personal Information) in secure servers in countries in the Asia Pacific region, and may access that User Content (including any Personal Information) in countries throughout Asia Pacific, and New Zealand, from time to time.
8.9 Security breach: If a User or Client becomes aware or suspects that any unauthorised person has obtained, or attempted to obtain, access to User Content or any Confidential Information, or has used or attempted to use User Content or any Confidential Information for purposes not authorised or permitted by these Terms:
a. that party will immediately notify us, and
b. we will take such steps as are reasonably available to us to identify that unauthorised person and to prevent that access. To avoid doubt, where the unauthorised access or use is by the Client or its employees or is caused by a breach of these Terms by the Client or its employees, the Client must pay AUDITZ reasonable costs related to taking such steps.
8.10 Indemnity: You indemnify us and our Partners against any liability, claim, cost (including the actual legal fees charged by us or our Partners’ solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any of your User Content infringes the rights of a third party (including intellectual property rights and privacy rights) or that your User Content is objectionable, defamatory, obscene, harassing, threatening, incorrect, misleading or unlawful.
8.11 Disclosure: In addition to any circumstances allowing us to use or disclose personal information under the Privacy Act 2020, we may use or disclose your Personal Information where reasonably necessary to investigate any complaint or to protect your, our or another person’s rights or safety or the security or integrity of AUDITZ.
8.12 Sale of business: If we or one of our Partners enter into an agreement for a bona fide sale of its business (assets or shares, whether in whole or in part) to a third party, your Personal Information may be transferred to the third party purchaser. You acknowledge and agree that such transfers may occur, and that any acquirer of us or one of our Partners or its assets may continue to access and use the User Content as set out in these Terms.
8.13 Cookies: We may store Personal Information through the use of cookies. Cookies are alphanumeric identifiers that we transfer to your computer’s hard drive to enable our systems to recognise your browser. If you want to disable these cookies, you may do so by changing the settings on your browser. However, if you do so, you may not be able to use all of the functions on these Services.
8.14 Personal information: To the extent that we collect, hold or process any Personal Information contained in your User Content in the course of providing AUDITZ to you, you acknowledge that we are acting as your agent for the purposes of the Privacy Act 2020.
8.15 Access: You have the right to access and request correction of any Personal Information we hold about you.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 Ownership: We (and/or our Partners and other licensors) own all proprietary and intellectual property rights in:
a. AUDITZ, including, without limit, all text, graphics, logos, icons, sound recordings and its look and feel, Partner Content, the underlying software and systems, and any other material forming part of AUDITZ excluding User Content; and
b. any development, adaptation, or customisation of, or modification to, the items listed in clause 9.1a
9.2 Your Content: You grant us a perpetual, irrevocable, fully paid-up licence to use and disclose your User Content to provide AUDITZ to you and other Users. You are responsible for clearly identifying any conditions or restrictions of use of any of your User Content.
9.3 Know-how: To the extent that the provision of AUDITZ results in us or our Partners acquiring additional know-how, techniques, ideas, methodologies, and similar intellectual property directly related to AUDITZ (Know-how), and to the extent that the Know-how is not owned by us or our Partners, you grant us and our Partners a royalty-free, irrevocable and perpetual license to use the Know-how in the provision of AUDITZ to you, and for the purpose of improving AUDITZ for other Users.
9.4 Feedback to us: You may from time to time provide us with recommendations, contributions, or suggestions (Feedback) in relation to AUDITZ. If you provide us with Feedback, all intellectual property rights in that Feedback and anything created as a result of that Feedback will be owned by us. We may use or disclose Feedback for any purpose.
10. RESTRICTION AND TERMINATION OF USE
10.1 Suspension or cessation: We may modify, suspend or cease to make available AUDITZ, for any reason at any time, including, without limit, for the purposes of maintenance.
10.2 Limiting access: Without limiting any other right or and remedy available to us, we may, at our sole discretion and without notice, issue a warning to any User, or restrict, amend, suspend or terminate a User’s ability to access AUDITZ, if that User is or may be in breach of these Terms, or if we consider it appropriate for any reason.
10.3 Client termination: Clients may terminate their account at any time by sending an email to [email protected] . On termination of your account for any reason, you will no longer be able to use or access AUDITZ. You acknowledge and agree that we have the right to retain any anonymised User Content, including your User Content.
10.4 Transfer of User Content: If you are a Client, you acknowledge that we may, at our discretion, in relation to any of your employees or other personnel members who are Users, continue to make AUDITZ available (including that person’s User Content) to that person despite that person ceasing to be employed or engaged by you.
11. DISCLAIMERS
11.1 Information: Although the information provided in relation to AUDITZ is presented in good faith, to the extent permitted by law, we make no warranty or representation about the accuracy or completeness of AUDITZ or any information, its content (including Partner Content) or the content of any website linked to or from AUDITZ, nor do we undertake to keep AUDITZ updated and current. To the extent permitted by law, we will not be liable for any damage, loss, claim or expense suffered as a result of the information available through AUDITZ, or any linked site not being accurate or updated.
11.2 Integrity: We take no responsibility for any system unavailability, or for any loss that is incurred as a result of AUDITZ being unavailable. Further, we assume no responsibility or liability for the corruption of any User Content or Partner Content, including User Content or Partner Content held by us.
11.3 Partners: Our relationship with our Partners is one of independent contracting parties. No relationship of partnership (if the legal sense of that work), employment or agency exists between us and any Partner. We take no responsibility for any act or omission of our Partners.
11.4 Access: We make no representation or warranty that content (including Partner Content) on AUDITZ is appropriate or available for use in all countries or that such content satisfies the laws of any country (including New Zealand). If you choose to access AUDITZ, you do so of your own initiative. You are responsible for ensuring that your access to AUDITZ is not illegal or prohibited and for your own compliance with applicable local laws.
11.5 Security: You must take your own steps to ensure that the process which you employ for accessing AUDITZ does not expose you to the risk of viruses or other forms of interference which may damage your computer system or expose you to credit card fraud. We do not accept responsibility for any loss or damage arising out of or relating to your use of AUDITZ, or any linked site.
11.6 Links: The inclusion in AUDITZ of links to other sites does not imply any endorsement, approval or recommendation of, or responsibility for, the contents, operations, products or operators of those sites. We take no responsibility for any damage or harm arising out of the inclusion of such links.
12. LIABILITY
12.1 Exclusions of implied conditions and warranties: To the extent permitted by law, our warranties are limited to those set out in these Terms and all conditions and other warranties, express or implied, by operation of law or otherwise, including, without limit, warranties related to merchantability or fitness for purpose, are excluded. Despite the previous sentence, nothing in these Terms has the effect of contracting out of any provisions in relation to which we cannot contract out of.
12.2 Exclusion of liability: To the extent permitted by law, we exclude all liability and responsibility we may have to you or any other person under or in connection with these Terms or AUDITZ, any information downloaded in connection with AUDITZ, or your use or access (or inability to use or access) AUDITZ. This exclusion applies regardless of whether such liability arises in contract (including breach of implied warranty), tort (including negligence), equity, breach of statutory duty or otherwise.
12.3 No liability for failure of a User: We will not be responsible, liable, or held to be in breach of these Terms for failing to perform AUDITZ, to the extent that such failure is directly attributable to a User failing to comply with its obligations under these Terms or to the negligence or misconduct of any User.
12.4 Exclusion of indirect loss: We exclude all liability for any incidental, consequential, exemplary, special, or indirect damages (including loss of profits, revenues, data and/or use).
12.5 Maximum liability: To the extent we cannot exclude liability, our total liability to you under or in connection with these Terms, or in connection with, AUDITZ, any information downloaded in connection with AUDITZ, or your use or access to (or inability to use or access) AUDITZ shall not exceed the lesser amount of fees you have paid to us in the preceding 12 months or NZD 2,400.
12.6 Mitigation: A User must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done in connection with these Terms.
13. INDEMNITY
13.1 Indemnity: You fully indemnify us and our Partners against all claims, loss, damages, liabilities and costs (including, without limit, legal costs on a solicitor and own client basis) that we suffer or incur as a direct or indirect result of your failure to comply with these Terms or your use (or the use by any person using your user ID and password) of AUDITZ.
14. DISPUTES
14.1 Other Users: If you believe another User has acted in breach of these Terms you may contact us at [email protected] noting your complaint and providing information to support your complaint.
14.2 Our discretion: On receiving a complaint, we may, in our absolute discretion, choose:
a. to take no action;
b. annotate, modify or remove any Content of the relevant User;
c. annotate, modify or remove any Content which relates to your Complaint; and/or
d. restrict, amend, suspend or terminate the access of any User.
Where we choose to do any of the actions described in clause 14.2b-c, we will notify the Client.
14.3 Your remedies: Except as set out in clause 14.2 we do not provide any assistance, dispute resolution or remedies in the event of a dispute between you and another User or any other person. Your rights and remedies against another User or other person are those at law.
15. GENERAL PROVISIONS
15.1 Agency: These Terms do not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between you and us other than the contractual relationship expressly provided for in these Terms.
15.2 No waiver: If we do not exercise or enforce any rights available to us under these Terms, it does not constitute a waiver of those rights.
15.3 Illegality: If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of these Terms will be binding on you.
15.4 Obligations continuing: Clauses 6.4, 8.9, 11, 12, 13.1 and any terms which expressly or by implication are intended to survive termination including this clause 15.4, survive termination of our agreement with you under these Terms.
15.5 Third parties: These Terms are not intended to confer a benefit, whether under the Contracts (Privity) Act 1982 or otherwise, on any person who is not a party to the agreement between you and us.
15.6 Jurisdiction: These Terms are governed by and construed in accordance with the laws of New Zealand and are subject to the non-exclusive jurisdiction of the New Zealand courts.
15.7 Entire agreement: These Terms supersede all previous conditions, understandings, commitments, agreements and representations whatsoever whether oral or written, and
constitutes the entire agreement between you and us relating to the subject matter of these Terms.