Tranzparent Software

Terms of Service

TERMS OF SERVICE (“Terms”)

Please read these Terms of Service  (“Terms”. “Terms of Service”) carefully before using software operated by Tranzparent Software Ltd.

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.

1. Subscriber responsibilities

1.1 Tranzparent agrees to supply, and you agree to use Tranzparent on the terms of service set out in these Terms.

1.2 Protection of your username and password

  1. Unless you take adequate security precautions, it may be possible for an unauthorised person to gain access to your Tranzparent 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 misused In particular:
  2. You must not tell anyone your username or password, including any member of your family;
  3. You must not let anyone else, whether acting as your adviser or otherwise, access Tranzparent using your username and password; and
  4. 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.
  5. You agree to be liable if your login details are used by any unauthorised person.

1.3 You will not:

  1. Interfere with or overload Tranzparent operational system;
  2. Copy, reproduce, alter, modify, create derivative works, or publicly display, any part of any content from Tranzparent without obtaining written permission to do so;
  3. Use Tranzparent 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;
  4. Use Tranzparent in a way that could harm or impair anyone else’s use of it;
  5. Use Tranzparent to gain unauthorised access to any service, data, or network by any means;
  6. Falsify any protocol or email header information (e.g. spoofing);
  7. Reverse-engineer, reverse-assemble, decompile, or otherwise attempt to discover source code, formulas or processes in respect of the software behind Tranzparent;
  8. Upload any material (including pdf. files) into Tranzparent which:
    1. is harmful, threatening, abusive, vulgar, obscene or otherwise objectionable;
    2. contains Personal Information of any other person, without that person’s express or implied consent;
    3. infringes on the intellectual property rights of any other party; or
    4. 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.
  9. Use Tranzparent to send “spam” or otherwise make available any offering designed to violate these Terms; or
  10. Remove, modify, tamper with any regulatory or legal notice or link that is incorporated into Tranzparent.

2. Trial Period

2.1 If you are a trial Subscriber, you will be able to use Tranzparent free of charge for 30 days. At the end of this period, you have the option of subscribing to Tranzparent for a subscription fee. If you do not subscribe, your access to Tranzparent will be restricted. This means that you will have read-only access to reports for a very short period of time only. After this time, you will no longer be able to log in to Tranzparent or access your data.

3. Subscription Fees

3.1 The standard subscription fee provides data availability of 1GB. Should you require more data this is available at an additional cost which will be quoted at the time of application

3.2 You will be billed on a subscription basis (“Subscription(s)”). You will be billed in advance on a recurring monthly basis

3.3 You must pay all subscription fees due to us in relation to your use of Tranzparent, on the due date.

3.4  all subscription fees will be charged in NZ Dollars . New Zealand Subscribers will be charged GST , Overseas Subscribers will have zero tax applied.

3.5 Changes to subscription fees – We will give you at least 30 days’ notice before the change takes effect, we may:

  1. change the amount of any subscription fee and/or introduce a new fee; and
  2. change the frequency or circumstances in which a fee is payable.

3.6 You authorise payment of your monthly subscription fee from your debit or credit card via a secure payment processing provider.  For you security Tranzparent does not store credit/debit card details.  Payment Express is our chosen secure payment processing provider.

3.7 Processing subscription payments -

  1. 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 monthly on the same date as your sign up date unless another date is agreed upon by both parties.
  2.  We will provide you with a monthly invoice detailing the subscription fees debited. For New Zealand subscribers this will include the applicable GST.
  3. It is your responsibility to ensure that:
    1. You have sufficient credit funds available in your nominated credit/debit card facility to cover your monthly payment and 
    2. your credit/debit card details are current and correct.
    3. when your credit/debit card reaches its expiry date it is up to you to contact Tranzparent Admin to provide new details in advance of your next due date.  Failure to do so will result in your subscription falling into arrears and will ultimately lapse.
    4. If your credit/debit card is cancelled or you wish to change the card from which your payments are made you will be required to contact Tranzparent Admin to provide new details in advance of your next due date.  Failure to do so will result in your subscription falling into arrears and will ultimately lapse.
  4. If your monthly subscription payment is declined we will contact you to arrange for this missed payment to be rectified.
  5. If the subscription fees remain unpaid for more than 60 days, we will suspend or terminate your use of the service.

4.Third Party

4.1 Third Party means any person who we have contracted to help us provide Tranzparent software. This includes all service providers engaged by us for the delivery, maintenance and administration of Tranzparent.

  1. You authorise us to give a Third Party or other person any authority, consent or instruction in respect of Tranzparent, as reasonably required to enable us to provide Tranzparent to you.
  2. Change of details - You must let us know of any changes to your details or details of other Users in relation to Tranzparent, and provide us with proof of the changes if required by us.
  3. 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 Tranzparent data as Users. Subject to the access rights you grant, they will be able to view and modify your Tranzparent data. Their use of Tranzparent is subject to these Terms. You will be required to provide them with a copy of your authorisation. You are responsible for their use of Tranzparent. You can stop their access by contacting us.

5. Links to Other Web Sites

5.1 Our services may contain links to third-party web sites or services that are not owned or controlled by Tranzparent.

5.2 Tranzparent 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 Tranzparent 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.

6. Intellectual Property

6.1 Until your use of Tranzparent is terminated, you have a non-exclusive and non-transferable licence to use Tranzparent in the way that we authorise from time to time.

6.2 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 Tranzparent and annexed to these Terms. Our intellectual property rights include:

  1. Software, documents, templates, design rights, trademarks, copyright, business names, logos, trading styles, processes or methodologies
  2. All intellectual property as outlined in Third Party’s Terms & Conditions
  3. Other intellectual property, and you (including any of your authorised persons) must not use, reproduce or modify these intellectual property rights

6.3 Intellectual property rights deriving from your use of Tranzparent - You agree that any intellectual property rights in any systems, processes or methodologies developed by you which derive from your use of Tranzparent become our intellectual property.

7. Termination

7.1 By you:

  1. You can terminate your Tranzparent subscription by advising us 30 days before the end of the current period of your monthly subscription. To action your termination, please notify us in writing to contactus@tranzparent.co.nz.    The effective date of termination will be the last day of the current month of your subscription.
  2. If you become aware that a circumstance which would permit us to terminate your Tranzparent subscription has arisen or may arise, you must advise us in writing as soon as possible to contactus@tranzparent.co.nz, 
  3. 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, or unless a refund is required by law.
  4. You may also terminate your Tranzparent subscription if we fail to remedy a material breach of these Terms by giving us notice in writing of such breach. Depending on the timeframe it may take to remedy this breach we will provide you with this timeframe upon receipt of your notification.

7.2 By us:

  1. We can terminate your Tranzparent subscription without prior notice under the following circumstances:
  2. If you fail to comply with these Terms (such as a failure to pay subscription fees when due)
  3. You fail to remedy a material breach of these Terms within 7 days after we give you notice of the breach.
  4. If you use the services in a way that causes legal liability to us or disrupts others’ use of the services
  5. We may also suspend providing the services to you if we are investigating suspected misconduct by you.
  6. We have concerns about the Business’ operation of Tranzparent:
  7. We receive notification of a dispute from one or more of the directors or principals of the Business;
  8. You go into liquidation, administration, insolvency, bankruptcy or such other similar arrangement with creditors
  9. Something which affects Tranzparent:
    1. Change to any Third Party arrangement necessary for the service renders the ongoing operation of Tranzparent substantially unworkable or non-functional
    2. A change in regulation which makes the ongoing operation of Tranzparent substantially unworkable or non-functional
    3. Or we believe this is necessary either to protect the security, integrity or reputation of Tranzparent’s function, service or facility, or to otherwise protect our interests.
    4. There is a change in who owns or controls the Business.

7.3 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 Tranzparent has no obligation to retain your content upon termination of the applicable service.

7.4 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.

8.Time limit for data extraction

8.1 You will have approximately 30 days from the effective date of termination to extract your data from Tranzparent, after which time you will have no further access to Tranzparent or your data. Tranzparent reserves the right to charge a fee for download of data. It is recommended for compliance purposes that you remove your data within the timeframe. As soon as possible after this time we will delete your data from our servers .

8.2 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 Tranzparent has no obligation to retain your content upon termination of the applicable service.

9. Liability, Warranties, Representations and Indemnities

9.1. We provide no warranty that Tranzparent is suitable for your needs.

9.2 We will not be held liable for the contents of all templates created or used by yourself, staff, Adviser, or third parties

9.3 Tranzparent provision of services are likely to change over time which may mean that Tranzparent may not always be suitable for your needs. We take no responsibility where these changes no longer meet your needs.

9.4 we provide no warranty and make no claim in relation to our Tranzparent performance.

9.5 You must assess the ongoing suitability of Tranzparent 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 Tranzparent.

9.6 We and Third Parties will not be liable to you or the Business for;

  1. Any Loss or Claim relating to the provision of Tranzparent services or third party data, delays, disruptions, inaccuracies or the loss of data;
  2. Any Loss or Claim relating to your use of, or reliance upon third party data through the Tranzparent service
  3. The actions or inaction of Third Parties, Other Application providers or other persons (including those which may be negligent or unauthorised) relating to Tranzparent
  4. 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;
  5. Any Loss or Claim arising from a failure by you or the Business to maintain archive records of your data; or
  6. Any Loss or Claim incurred by you in connection with the submission of inaccurate or incomplete data

9.7 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.

9.8 You indemnify the Indemnified Parties for any Loss or Claim suffered or incurred from the unauthorised use of your Username or a Password.

9.9 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.

10.Changes to Terms

10.1 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 sole discretion.

10.2 However if we need to restore or maintain the security of Tranzparent immediately, we may change your use and access to Tranzparent without advance notice.

10.3 If we make a change to Tranzparent or these Terms under sections 10.1 & 10.2 above, then you have the option to terminate your Tranzparent subscription under section 7.1

11. Notices

11.1 You will agree that all communications between you and us in relation to Tranzparent will be by email (contactus@tranzparent.co.nz)  unless another method is agreed to by the addressee.

11.2 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).

11.3 If the delivery or receipt is after 5.00pm (addressee’s time) it is regarded as received at 9.00am on the following day.

11.4 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.

12. Legal

12.1 These Terms and the documents incorporated by reference, including your application for Tranzparent 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 Tranzparent. Any representations or warranties made by our staff before you are accepted for your Tranzparent 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.

12.2 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 Tranzparent services at our election.

12.3 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.

12.4 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.

12.5 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).

13.Technical Assistance

13.1 The System Support Team will endeavour to rectify all technical issues as soon as possible. All notified issues shall be looked at and respond to within one (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.

13.2 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 Tranzparent reserves the right to bill the user for related costs incurred. 

14 Customisation of Plans

14.1
All Plans may be customised to suit your requirements. The cost for this service will be provided at the time of request.

15.Your Privacy

15.1 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.

16. Contact Us

If you have any questions about these Terms, please contact us at contactus@tranzparent.co.nz