WebFox Developments Limited (“WebFox”) specialises in developing web based solutions for business, website management systems and websites of all shapes and sizes.
means the monthly fee (excluding any taxes and duties) payable by You. The quantum of the Access Fee will be set by mutual agreement between You and WebFox.
means any day of the week other than a Saturday, Sunday or a statutory holiday as observed in Hawkes Bay, New Zealand.
includes all information exchanged between You and WebFox, whether in writing, electronically or orally, including the Services. Confidential Information does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
means any data inputted by You into the Website.
"Intellectual Property Right"
means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
means any software features and functionality including the QR Code scanning and any visitor check-in or logging services made available (as may be changed or updated from time to time by WebFox) via the Website.
means WebFox Developments Limited.
means the Internet site or software application at the domain www.webfox.co.nz, or covidregister.com, or any other site or software application operated by WebFox.
means the person who registers to use the Services, and, where the context permits, includes any entity on whose behalf that person registers to use the Services, and any person or organisation that uses the Services with the authorisation of that person or entity.
has a corresponding meaning to You.
1.2 Headings are used as a matter of convenience only and shall not affect the interpretation of these conditions.
2. Right to Access and Use Services
3. Your Obligations
3.1 Payment obligations
a. An invoice for the Access Fee will be issued each month starting one (1) month from the date You added Your first user to Your account. All invoices will include the Access Fee for the preceding one month period of use. WebFox will continue invoicing You monthly until this Agreement is terminated in accordance with clause 9.
b. All invoices will be sent to You by e-mail and are payable within ten (10) Business Days of the invoice date.
c. If You do not pay any Access Fees payable by You within ten (10) Business Days of the relevant invoice date You must pay to WebFox interest at eighteen (18) per cent per annum calculated daily and payable on demand on such Access Fees from the due date for payment until such Access Fees and all accrued interest have been paid in full.
d. You are responsible for payment of all taxes and duties in addition to the Access Fee.
3.2 General obligations
3.3 Access conditions
a. You must ensure that all usernames and passwords required to access the Services are kept secure and confidential. You must immediately notify WebFox of any unauthorised use of Your passwords or any other breach of security and WebFox will reset Your password. You must take all other actions that WebFox reasonably deems necessary to maintain or enhance the security of WebFox’s computing systems and networks and Your access to the Services.
i. not attempt to undermine the security or integrity of WebFox’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;
ii. not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
iii. not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
iv. not transmit, or input into the Website: (i) any files that may damage any other person’s computing devices or software, (ii) content; that may be offensive, or (iii) material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
v. not modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.
5. Confidentiality and Privacy
Unless You have the prior written consent of WebFox or unless required to do so by law:
c. The provisions of clauses 5.1a and 5.1b shall not apply to any information which:
i. is or becomes public knowledge other than by a breach of this clause;
ii. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
iii. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
iv. is independently developed without access to the Confidential Information.
6. Intellectual Property
Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of WebFox (or its licensors).
6.2 Ownership of Data
Title to, and all Intellectual Property Rights in the Data remain Your property. However, Your access to the Data is contingent on full payment of the Access Fee when due. You grant WebFox a licence to use, copy, transmit, store, and backup Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of Services to You.
6.3 Backup of Data
You must maintain copies of all Data inputted into the Website. WebFox adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. WebFox expressly excludes liability for any loss of Data no matter how such loss is caused.
7. Acknowledgements and Warranties
You acknowledge that:
a. You are authorised to use the Services and the Website and to access the information and Data that You input into the Website including any information or Data input into the Website by any person you have authorised to use the Services. You are also authorised to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own or that of anyone else).
b. WebFox has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
i. You are responsible for ensuring that You have the right to do so;
ii. You are responsible for authorising any person who is given access to information or Data, and you agree that WebFox has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address; and
iii. You will indemnify WebFox against any claims or loss relating to;
(2) WebFox making available of information or Data by WebFox to any person with Your authorisation.
c. The provision of, access to, and use of, the Services is on an “as is” basis and at Your own risk.
d. WebFox does not warrant that the use of the Services will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Services, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. WebFox is not in any way responsible for any such interference or prevention of Your access or use of the Services.
e. WebFox is not Your accountant and use of the Services does not constitute the receipt of accounting advice. If You have any accounting questions, please contact an accountant.
f. It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.
g. You remain solely responsible for complying with all applicable accounting, tax and other laws. It is Your responsibility to check that storage of and access to your Data via the Website will comply with laws applicable to you (including any laws requiring you to retain records).
7.2 No warranties
WebFox gives no warranty about the Services. Without limiting the foregoing, WebFox does not warrant that the Services will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
7.3 Consumer guarantees
8. Limitation of Liability
8.1 To the maximum extent permitted by law, WebFox excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Services or Website.
9.1 No-fault termination
c. You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,
WebFox may take any or all of the following actions, at its sole discretion:
d. Terminate this Agreement and Your use of the Services and the Website;
e. Suspend for any definite or indefinite period of time, Your use of the Services and the Website;
f. suspend or terminate access to all or any Data.
For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to Your use of the Services and the Website is not made in full by the relevant due date, WebFox may suspend or terminate Your use of the Services or Your rights of access to all or any Data.
9.3 Accrued rights
a. remain liable for any accrued charges and amounts which become due for payment before or after termination; and
b. immediately cease to use the Services and the Website.
9.4 Expiry or termination
10. Help Desk
10.1 Technical Problems
In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting WebFox. If You still need technical help, please check the support provided online by WebFox on the Website or failing that contact us at https://covidregister.com/contact.
10.2 Availability of Services
a. Whilst WebFox intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place.
b. If for any reason WebFox have to interrupt the Services for longer periods than WebFox would normally expect, WebFox will use reasonable endeavours to publish in advance details of such activity on the Website.
11.1 Entire agreement
11.4 No assignment
You may not assign or transfer any rights or obligations under this Agreement to any other person without the prior written consent of WebFox.
A variation of this Agreement must be in writing and signed by or on behalf of both You and WebFox.
11.6 Governing law and jurisdiction
a. This document is governed by the laws of New Zealand.
b. Both You and WebFox irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of that place (and any court of appeal) and waives any right to object to an action being brought in those courts, including on the basis of an inconvenient forum or those courts not having jurisdiction.
a. A provision of this Agreement that is illegal, invalid or unenforceable in a jurisdiction is ineffective in that jurisdiction to the extent of the illegality, invalidity or unenforceability.
b. This does not affect the validity or enforceability of that provision in any other jurisdiction, nor the remainder of this Agreement in any jurisdiction.
11.9 Rights of third parties
12. Dispute Resolution
12.1 You and WebFox shall use the following dispute resolution procedures in the event of a dispute arising under this Agreement.
a. A party claiming that a dispute has arisen under or in relation to this Agreement shall give written notice of the dispute to the other party and shall designate a negotiating representative vested with authority to settle the dispute. The other party given notice shall promptly give notice in writing to the first party designating its representative who shall also have authority to settle the dispute.
b. The representatives shall meet and seek, in good faith to amicably resolve any dispute and the parties shall continue to perform their obligations under the Agreement as far as possible as if no dispute had arisen pending its final settlement.
a. A dispute between the parties relating to any matter arising out of this Agreement or the interpretation of this Agreement which is not settled by negotiation or conciliation shall be referred to arbitration and settlement under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.
b. Such arbitration proceedings shall be held in Napier, New Zealand.