Terms and Conditions
1. INTERPRETATION
1.1. Definitions: The following terms have the stated meaning:
| Term | Meaning |
|---|---|
| Agreement | These Terms and Conditions |
| Client | The person, business or organisation purchasing a subscription to the SaaS Service |
| Data | All data, content, and information (including Personal Information) owned, held, used or created by or on behalf of the Client that is stored using, or inputted into, the Services |
| Email Address | support@2iq.co.nz |
| SaaS Service | The service having the core functionality described in more detail on the Website |
| Supplier | 2iQ Health Limited |
| Website | www.myiq.health |
2. SERVICES
2.1. The Supplier must use reasonable efforts to provide the Services in accordance with the Agreement and New Zealand law, exercising reasonable care, skill and diligence, and using suitably skilled, experienced and qualified personnel.
2.2. The Supplier's provision of the Services to the Client is non-exclusive.
2.3. The Supplier will use reasonable efforts to ensure the SaaS Service is available during normal business hours. However, it is possible that on occasion the SaaS Service may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure.
3. CLIENT OBLIGATIONS
3.1. The Client and its personnel must use the service solely for the Client's own internal business purposes and for lawful purposes, and must not resell or make available the Services to any third party.
3.2. When accessing the SaaS Service, the Client must not impersonate another person, attempt to undermine the security or integrity of the Underlying Systems, or use the SaaS Service in any way which may impair its functionality.
4. DATA
4.1. The Client acknowledges that the Supplier may require access to the Data to exercise its rights and perform its obligations under the Agreement.
4.4. The Supplier will take standard industry measures to back up all Data stored using the Services.
4.5. The Client agrees that the Supplier may store Data (including any Personal Information) in secure servers in Australia.
5. FEES
5.1. The Client must pay to the Supplier the Fees, as outlined on the website or as quoted directly to the Client.
5.2. The Supplier will provide the Client with valid GST tax invoices on the 15th of the month prior. The Client must pay the Fees by the 31st of the month of the date of invoice, electronically in cleared funds.
6. INTELLECTUAL PROPERTY
6.1. Title to, and all Intellectual Property Rights in, the Services, the Website, and all Underlying Systems is and remains the property of the Supplier. Title to, and all Intellectual Property Rights in, the Data remains the property of the Client.
7. CONFIDENTIALITY
7.1. Each party must keep confidential at all times the Confidential Information of the other party and effect adequate security measures to safeguard such information from unauthorised access or use.
8. WARRANTIES
8.1. Each party warrants that it has full power and authority to enter into and perform its obligations under the Agreement.
8.3. The Client agrees and represents that it is acquiring the Services for the purposes of trade.
9. LIABILITY
9.1. The maximum aggregate liability of the Supplier under or in connection with the Agreement must not in any Year exceed an amount equal to the Fees paid by the Client in the previous Year.
10. TERM
10.1. Subscription to the SaaS Service can be cancelled at any time, following the expiry of any relevant agreed term, by providing 30 days written email notice to the Supplier.
11. DISPUTES
11.1. Before taking any court action, a party must use best efforts to resolve any dispute through good faith negotiations.
12. GENERAL
12.8. The Agreement is governed by, and must be interpreted in accordance with, the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand.