Checkliso is an online service owned and operated by Quentosity Limited.
The Checkliso service provides a mobile responsive dashboard to enable customers to organise their workplace. The service includes a range of modules which customers can use to record site attendance, maintain online records and keep details of jobs. The dashboard can be customised to use your branding and tasks and present information in a way that works for you.
1. Definition
“Agreement” means these terms and the Quote we provide to you.
“Checkliso” means the Checkliso Services as operated by Quentosity Limited.
“Initial Term” means a period of 12 months commencing on the date of your first payment to Checkliso for the Services.
“Intellectual Property Rights” means rights to patents, trade marks, service marks, trade names, inventions, trade secrets, copyright, moral rights, design rights, look and feel, know-how and any other similar rights.
“Quote” means the quote generated by us and sent to You when you sign up for the Services.
“Services” means the services offered by Checkliso to You as updated by Checkliso from time to time.
“Service Fee” means the fee You agree to pay each month in return for access to the Services. The amount of the monthly fee is detailed in the Quote.
“Set Up Fee” means the fee You agree to pay on entering into this Agreement. The amount of the fee is set out in the Quote.
“User” or “Users” means You, Your staff and contractors and other third parties you allow access to the Services.
“Website” means checkliso.co.nz.
“You” or “Your” means the legal entity described on page one of this Agreement.
2. User of software
Checkliso grants You the right to access and use the Services and the Website for term of this Agreement. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement.
3. Term
The Initial Term of this Agreement is 12 months commencing on the date of the first payment from You to Checkliso. Once the Initial Term expires, the Agreement will run on a month-to-month basis.
4. Checkliso’s obligations to You
Checkliso will provide the Services to You in the manner described on the Website and in a format that can be customised to reflect your branding. You agree Checkliso is not liable for any loss suffered by You caused by any failure of the Services.
5. Your payment obligations
Payment of Set Up Fee
5.1 You agree to pay the Set Up Fee within 7 days of receiving an invoice from Checkliso for such amount. The Set Up Fee is non-refundable.
Payment of Service Fee
5.2 You agree to pay the Service Fee monthly in advance and within 7 days of receiving an invoice from Checkliso for such amount. The Service Fee is non-refundable.
5.3 You agree Checkliso can deduct the Service Fee from the credit card detail you provide to our third party payment platform provider.
Fees on termination
5.7 If You terminate this Agreement part way through the Initial Term the Set Up Fee is non-refundable and you agree to pay the remaining Service Fees owed to Checkliso for the remainder of the Initial Term.
5.8 If You terminate this Agreement part way through a month the Service Fees are non-refundable.
6. Your other obligations
Compliance with the law
6.2 You agree:
(a) to only use the Services and Website for lawful purposes in accordance with this Agreement and any notice sent to You by Checkliso either physically or electronically; and
(b) You are solely responsible for complying with all applicable laws, rules and regulations, including without limitation Your obligations under the Health and Safety at Work Act 2015.
Access and confidentiality
6.3 You agree You will:
(a) keep all usernames and passwords required to access to the Services secure and confidential. You agree to contact Checkliso immediately, and comply with our reasonable instructions, if You believe confidentiality has been breached;
(b) not attempt to undermine the security or integrity of Checkliso’s computing systems or networks (or those of a third party supporting Checkliso);
(c) not misuse the Services in a way that will undermine the functionality of the Services or Website;
(d) not attempt to gain unauthorised access to any information which has not been expressly provided to You;
(e) not transmit or input any files that damage any other person’s property or any content that may be considered offensive or unlawful; and
(f) not attempt to reverse engineer, copy or modify the computer programs used to deliver the Services or Website.
7. Indemnity
You indemnify Checkliso against all claims, costs, damage and loss arising from any breach by You of this Agreement or any obligation You have to Checkliso and from any claims by a User in respect of their use of the Services facilitated by You.
8. Confidentiality
8.1 Checkliso will:
(a) keep the information collected from You and any User information confidential until such information is the public domain through no fault of Checkliso; and
(b) not disclose or use or otherwise deal with the information, except as provided by this Agreement, the Checkliso Privacy Policy or as otherwise required by law.
8.2 Checkliso may aggregate information collected from You and Users with information collected from other users of the Services, provided all personally identifiable information has been removed, for Checkliso’s internal purposes, reporting industry-specific statistics and trends, and reporting to other third parties. Checkliso may receive consideration from third parties for such aggregated, anonymised information.
8.3 Following termination of this Agreement, Checkliso will retain Your data including any personally identifiable information for a period of 2 years in accordance with the Checkliso Privacy Policy. After that time, Your personally identifiable information will be deleted. Some of Your information may be retained in an aggregated and anonymised form.
9. Privacy
Checkliso maintains and complies with its Privacy Policy which You can read on the Website. You will be taken to have accepted this Privacy Policy when You agree to this Agreement.
10. Intellectual Property
General
10.1 Title to, and all Intellectual Property Rights in the Services and the Website and any documentation relating to the Services remain the property of Checkliso.
Data
10.2 Title to, and all Intellectual Property Rights in, Your information remain Your property. Your access to Your information is contingent on payment of the Service Fees. You grant Checkliso a licence to use, copy, transmit, store and back-up Your information for the purposes of enabling You to access and use the Services and for any other purpose relating to provision of services to You.
Backup of information
10.3 You should maintain a backup of all information stored by Checkliso for You. Checkliso uses market standard practices and policies to prevent data loss but does not guarantee to maintain any of Your information without loss.
Limitation of liability relating to data loss
10.4 Checkliso excludes liability for any loss of Your data regardless of how the loss occurred.
Providing data to third parties
10.5 Checkliso will provide some of Your information to Users as part of providing the Services. Checkliso may develop third party integrations for the Services and some of Your information may be provided to those third parties once it has been anonymised.
11. Acknowledgments
11.1 By registering to use the Services You acknowledge that:
(a) You have authority to entering into this Agreement on behalf of Your organisation;
(b) It is Your responsibility to manage the access of Users to the Services;
12. Data Indemnity
12.1 You agree to indemnify Checkliso against any claims against Checkliso or loss suffered by Checkliso relating to:
a. Any third party claims, including claims by Users, relating to such person’s use of the Services;
b. Checkliso’s refusal to provide any person access to Your information or Data in accordance with this Agreement; and
c. Checkliso making available information or Data to any person with Your authorisation.
13. No warranties
Checkliso gives no warranty about the Services. Without limiting the foregoing, Checkliso 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.
14. 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 non-business consumers in any jurisdiction does not apply to the supply of the Services or the Website or this Agreement.
15. Limitation of Liability
15.1 To the maximum extent permitted by law, Checkliso 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 the Website.
15.2 If You suffer loss or damage as a result of Checkliso’s negligence or failure to comply with this Agreement, any claim by You against Checkliso arising from Checkliso’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Service Fees paid by You in the previous 12 months.
15.3 If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate this Agreement.
16. Termination
You can terminate this Agreement on 3 days’ written notice. Checkliso will not refund the Set Up Fee or the Service Fees collected by Checkliso prior to the termination date as notified by You.
17. Breach
If You:
(a) breach any of this Agreement and do not remedy the breach within 7 days after receiving notice of the breach (if it is capable of being remedied); or
(b) breach any of this Agreement which are not able to be remedied,
Checkliso may, at its sole discretion:
(a) terminate this Agreement; and
(b) suspend Your access to the Services and/or Website and/or Your Data.
18. Accrued rights
18.1 On termination, any rights and obligations of the parties accrued up to and including the date or termination will continue to exist. On termination You will:
(a) Still be liable for any accrued charges and amounts which become due for payment before or after termination; and
(b) Immediately cease to use the Services.
18.2 Clauses 5, 6, 7, 8, 10.4 and 17 survive the expiry or termination of this Agreement.
19. Entire agreement
This Agreement, together with the Checkliso Privacy Policy and the terms of any other notices or instructions given to You under this Agreement, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Checkliso relating to the Services and the other matters dealt with in this Agreement.
20. Waiver
If either party waives any breach of this Agreement, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
21. Delays
Neither party will be liable for any delay or failure in performance of its obligations under this Agreement 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.
22. No Assignment
You may not assign or transfer any rights to any other person without Checkliso’s prior written consent.
23. Governing law and jurisdiction
This Agreement is governed by the laws of New Zealand.
24. Severability
If any part or provision of this Agreement 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 this Agreement will be binding on the parties.
25. Notices
Any notice given under this Agreement by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Checkliso must be sent to [email protected] or to any other email address notified by email to You by Checkliso. Notices to You will be sent to the email address which You provided when setting up Your access to the Services.