Terms of Use

WebFox Developments Limited (“WebFox”) specialises in developing web based solutions for business, website management systems and websites of all shapes and sizes.

These Terms of Use explain your obligations as a customer and our obligations as a service provider. These Terms of Use are binding on any use of the Services and apply to You from the time that WebFox provides You with access to the Services.

The Services provided by WebFox will evolve over time based on user feedback. These Terms of Use are not intended to answer every question or address every issue raised by the use of the Services. WebFox reserves the right to amend these Terms of Use at any time, effective upon the posting of modified terms on our Website, and such amendments will be binding on You if You continue to use the Website. WebFox will make every effort to communicate these amendments to You via email or notification via the Website. However, it is your obligation to ensure that You have read, understood and agree to the most recent Terms of Use available on the Website.

By registering to use the Services you acknowledge that You have read and understood these Terms of Use and have the authority to act on behalf of any person for whom You are using the Services. You are deemed to have agreed to these Terms of Use on behalf of any entity for whom you use the Services.

1. Interpretation

1.1 In these Terms of Use:

"Agreement "
means these Terms of Use.

“Access Fee”
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.

“Business Day”
means any day of the week other than a Saturday, Sunday or a statutory holiday as observed in Hawkes Bay, New Zealand.

"Confidential Information"
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.

"Data"
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.

"Services"
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.

“WebFox”
means WebFox Developments Limited.

"Website", ”Software”
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.

"You"
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.

"Your"
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

2.1 WebFox grants You the right to access and use the Services via the Website. This right is non-exclusive, non-transferable, and limited by and subject to these Terms of Use.

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

a. You must only use the Services and Website for your own lawful internal business purposes, in accordance with these Terms of Use and any notice sent by WebFox or condition posted on the Website.

 

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.

b. As a condition of these Terms of Use, when accessing and using the Services, You must:

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.

4. Indemnity

4.1 You indemnify WebFox against all claims, costs, damage and loss arising from Your breach of any of these Terms of Use or any obligation You may have to WebFox, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.

5. Confidentiality and Privacy

5.1 Confidentiality

Unless You have the prior written consent of WebFox or unless required to do so by law:

a. You will preserve the confidentiality of all Confidential Information of WebFox obtained in connection with these Terms of Use. You will not, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms of Use.

b. Your obligations under this clause will survive termination of these Terms of Use.

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.

5.2 Privacy

WebFox maintains a privacy policy that sets out Your obligations and those of WebFox in respect of personal information. You should read that policy at https://covidregister.com/privacy-policy and You will be taken to have accepted that policy when You accept these Terms of Use.

 

6. Intellectual Property

6.1 General

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

7.1 Acknowledgement

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;

(1) WebFox’s refusal to provide any person access to Your information or Data in accordance with these Terms of Use;

(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

You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect nonbusiness consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms of Use.

 

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.

8.2 If You suffer loss or damage as a result of WebFox’s negligence or failure to comply with these Terms of Use, any claim by You against WebFox arising from WebFox’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous 12 months.

8.3 If You are not satisfied with the Services, Your sole and exclusive remedy is to terminate these Terms of Use in accordance with Clause 9.

 

9. Termination

9.1 No-fault termination

These Terms of Use will continue for the period covered by the Access Fee paid or payable under clause 3.1. At the end of each billing period these Terms of Use will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee when due, unless either You or WebFox terminates these Terms of Use by giving notice to the other party at least ten (10) Business Days before the end of the relevant payment period. If You terminate these Terms of Use You shall be liable to pay all relevant Access Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of these Terms of Use.

9.2 Breach

If you:

a. breach any of these Terms of Use (including, without limitation, by nonpayment of any Access Fees) and do not remedy the breach within ten (10) Business Days after receiving notice of the breach if the breach is capable of being remedied;

b. breach any of these Terms of Use and the breach is not capable of being remedied (which includes (without limitation) any payment of Access Fees that are more than thirty (30) days overdue); or

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

Termination of these Terms of Use is without prejudice to any of Your rights and obligations or those of WebFox which have accrued up to and including the date of termination. On termination of this Agreement You will:

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

Clauses 3.1, 5, 6, 7, 8, 9 and 11 survive the expiry or termination of these Terms of Use.

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. General

11.1 Entire agreement

These Terms of Use, together with WebFox’s Privacy Policy and the terms of any other notices or instructions given to You under these Terms of Use, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and WebFox relating to the Services and the other matters dealt with in these Terms of Use.

11.2 Waiver

If either You or WebFox waives any breach of these Terms of Use, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

11.3 Delays

Neither You nor WebFox will be liable for any delay or failure in performance of its obligations under these Terms of Use if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.

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.

11.5 Variation

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.

11.7 Severability

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.

11.8 Notices

Any notice given under these Terms of Use by either You or WebFox to the other must be in writing by email and will be deemed to have been given on transmission. Notices to WebFox must be sent to support@webfox.co.nz or to any other email address notified by email to You by WebFox. Notices to You will be sent to the email address which You provide when setting up Your access to the Services.

11.9 Rights of third parties

A person who is not a party to these Terms of Use has no right to benefit under or to enforce any term of these Terms of Use.

 

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.

12.2 Negotiation

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.

12.3 Arbitration

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.