These Terms and Conditions were last updated on 16 July 2018, with
changes taking effect at midnight on 20 July 2018. Brief
summary of changes:
We have generally made the
terms relating to our and your use and handling of data clearer in accordance
with the EU General Data Protection Regulation (GDPR), which came into force on
25 May 2018
Re-Leased has updated its terms
and conditions to align with the growth it has had globally into new
The new terms improve certainty
in a number of key respects which benefit both
Re-Leased and its customers
We have also introduced a new
disputes procedure to help manage and resolve any disputes that may arise
If you have any comments or
concerns, please do not hesitate to email us at firstname.lastname@example.org.
BY CHECKING THE “I
ACCEPT” BOX DISPLAYED AS PART OF THE REGISTRATION PROCESS, YOU AGREE TO THE
FOLLOWING TERMS AND CONDITIONS GOVERNING YOUR SUBSCRIPTION AND USE OF
RE-LEASED'S ONLINE PROPERTY MANAGEMENT PLATFORM. IF YOU ARE ENTERING INTO THIS
AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU
HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH
CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF
YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO THESE TERMS AND
CONDITIONS, YOU MUST NOT CHECK THE “I ACCEPT” BOX AND YOU MAY NOT USE THE
SERVICE. IN THIS AGREEMENT, RE-LEASED AND YOU ARE EACH REFERRED TO AS A “PARTY” AND ARE COLLECTIVELY REFERRED TO
AS THE “PARTIES” (defined below).
The terms and
conditions contained in this subscription agreement (this "Agreement"), effective as of the
date that the Customer has clicked "I Accept" in conjunction with
registering to access the Re-Leased Service (the "Effective Date"), is by and between you (the "Customer") and Re-Leased Software Company Limited, a private limited company
organised and existing under the laws of New Zealand (company number 3767620),
with its registered office at Level 1, 17 Napier Road, Havelock North, Havelock
North, 4130, New Zealand ("Re-Leased"). All capitalised terms used in this
Agreement not otherwise defined in context shall have the meanings as set out
in Clause 14. The Parties agree as
Provision of the Service
shall be provided to the Customer via an online, web-based service and/or
mobile service, including associated offline components, provided by Re-Leased
via https://www.re-leased.com/ and/or any other websites and applications
designated by Re-Leased at any time.
shall make the Service available during the Term in a professional, competent
manner in accordance with this Agreement and the Documentation.
Customer's Use of the Service
The Customer's use of the Service is governed by this
Agreement and the Documentation made available to the Customer at https://help.re-leased.com/support/home.
In order to use the Service, the Customer must complete the registration process
with Re-Leased and create an Account. To create an Account, the Customer will
be required to follow the prompts directed to the Customer by email.
Customer must conduct its own due diligence into the Service to ensure that the
functionality provided by the Service meets the Customer's requirements.
Re-Leased does not warrant or represent that the Service, Documentation
and/or the information obtained by the Customer through the Service will meet
the Customer’s requirements.
online and/or mobile interfaces made available by Re-Leased to the Customer,
the Customer may access, and enable access of the Service for use by an
Authorised User, solely for the internal business purposes of Customer and its
Affiliates in accordance with the Documentation and not for the benefit of any
third parties other than Authorised User.
Customer is responsible for all Authorised Users' use of the Service and
compliance with this Agreement.
responsible for the security and confidentiality of the password and all other
log-in information related to its Account;
responsible for all activities that occur under its Account;
unauthorised access to, or use of its Account and the Service, and notify
Re-Leased promptly of any such unauthorised access or use of which it becomes
responsible for all Authorised Users' use of the Service and compliance with
responsibility for the accuracy, quality and legality
of all Customer Data, as defined in Clause 7 below, including without
limitation for providing all relevant notices to individuals and obtaining all
relevant consents when required by applicable Laws; and
for the acts and omissions of all Authorised Users and its and their Affiliates
relating to this Agreement.
Customer undertakes that:
it will not
allow or suffer any Authorised User's username or password to be used by more
than one individual Authorised User unless it has been reassigned in its
entirety to another individual Authorised User, in which case the prior
Authorised User shall no longer have any right to access or use the Service
it will not use the Service in
a way that unreasonably degrades the performance of the Service for the
Customer's own purposes or for the purposes of Re-Leased or other users, and
the Customer will, if notified that the Customer's use of the Service is not
reasonable, comply with reasonable service level requests issued by Re-Leased
to limit the Customer's use of the service so that it is reasonable;
Authorised User shall keep a secure password, initially issued to it by
Re-Leased, for use of the Service and Documentation, such password shall be
changed no less frequently than every six months and each Authorised User shall
keep their password confidential; and
maintain a written, up-to-date list of current Authorised Users and provide
such list to Re-Leased within 5 Business Days of Re-Leased's
written request at any time or times.
password has been provided to any individual who is not an Authorised User,
then without prejudice to Re-Leased's other rights,
Re-Leased may promptly disable such passwords and Re-Leased shall have the
right to not issue any new passwords to any such individual.
shall not be liable for any loss or damage resulting from a failure by the
Customer to comply with Clause 2.6 and Clause 2.7 above.
Customer shall not:
Service in violation of applicable Laws;
connection with the Service, send or store infringing, obscene, threatening, or
otherwise unlawful or tortious material or Malicious Code, including material
that violates privacy rights;
resell, license, sublicense, distribute, make available, rent
or lease any Service, or include any Service in a service bureau or outsourcing
gain access to the Service or its related systems or networks in a manner not
set forth in the Documentation;
with or disrupt the integrity or performance of the Service in whole or in part
or third-party data contained therein;
gain unauthorised access to the Service in whole or in part or its related
systems or networks;
direct or indirect access to or use of the Service in whole or in part in a way
that circumvents a contractual usage limit, or use the Service to access or use
any of Re-Leased's intellectual property except as
permitted under this Agreement or the Documentation;
Service or any part, feature, function or user
mirror any part of the Service, other than framing on the Customer's own
intranets or otherwise for its own internal business purposes or as permitted
in the Documentation;
Service in whole or in part in order to build a
competitive product or service or to benchmark with a product or service not
developed or provided by Re-Leased; or
engineer the Service in whole or in part (except to the extent such restriction
is prohibited by law).
Customer will pay all fees specified for the Service as agreed between the
Customer and Re-Leased in the service confirmation email sent by
the Service will be invoiced to the Customer, in accordance with the relevant
subscription or purchase made through the Service and payment shall be remitted
from the Customer’s country of residence.
Fees shall be due in accordance with the invoice issued by Re-Leased or
as otherwise set forth on the Service for the applicable subscription or order
and all fees are quoted and payable in the currency of the invoice (unless
Customer shall provide Re-Leased with complete and accurate billing and contact
information including a valid email address for receipt of invoices. The Customer will make payments via by credit
card, direct debit, standing order or as otherwise agreed between the Customer
and Re-Leased. The Customer
is asked to supply a remittance advice with each payment. All remittance advice
and invoice inquiries can be directed to Re-Leased's
Accounts Department. For the avoidance
of doubt, this Agreement shall apply to any use of the Service, even if done so
on a free or trial basis.
Fees are charged in advance and
are non-refundable. Unless required by
law, Re-Leased will not provide refunds in connection with the Re-Leased
International Bank fees may be
charged for currency conversion and international settlement; and your charge
may still be subject to additional fees even if you are being charged by
Re-Leased in your local currency. If your bank statement and/or credit card
statement charge differs from your Re-Leased invoice, please contact your bank
in the first instance. Re-Leased is not liable for any additional bank
transaction fees that may be charged by your bank or intermediary institutions.
Customer agrees that its purchases are not contingent on the delivery of any
future functionality or features, or dependent on any oral or written public
comments made by Re-Leased regarding future functionality or features.
not received from the Customer by the relevant due date will accrue interest at
the rate of four percent (4%) of the outstanding balance per month above the Reserve Bank of New Zealand base rate from
time to time, from the date such payment was due until the date the overdue
amount is paid. The Customer shall pay
the interest together with the overdue amount.
Customer fails to make payment on or before the date on which payment is due,
any undisputed Re-Leased Fees, or other fees payable in accordance with the
Service Level Agreement, Re-Leased may from time to time charge a late fee (in
addition to interest) of:
(2%) on all unpaid amounts which are between one (1) and fourteen (14) days
percent (4%) on all unpaid amounts which are more than fourteen (14) days
Re-Leased's fees do not include any taxes, levies, duties or similar governmental assessments of any nature,
including, for example, value-added, sales, use or withholding taxes,
assessable by any jurisdiction whatsoever (collectively, “Taxes”).
Customer is responsible for paying all Taxes associated with its purchases
under this Agreement. If Re-Leased has
the legal obligation to pay or collect Taxes for which the Customer is
responsible under this Clause, Re-Leased will invoice the Customer and the
Customer will pay that amount unless the Customer provides Re-Leased with a
valid tax exemption certificate authorised by the appropriate taxing
authority. For the avoidance of doubt,
Re-Leased is solely responsible for taxes assessable against it based on its
income, property and employees.
All fees payable to Re-Leased
under their Service Level Agreement are net amounts and are payable in full,
without deduction for taxes or duties of any kind and the Customer will be
responsible for, and will promptly pay, all taxes and duties of any kind (including
but not limited to sales, use and withholding taxes) associated with this
agreement or Customer’s receipt or use of the Services, except for taxes based
on Re-Leased net income. In the event that Re-Leased is required to collect any tax
for which its Customer is responsible (including but not limited to, Sales Tax,
VAT, GST), the Customer will be liable to pay such tax directly to
Re-Leased. If Customer pays any
withholding taxes that are required to be paid under applicable law, the
Customer will pay these directly to taxing authorities above fees due to
Re-Leased, but not net against any invoices due to Re-Leased. Customers will furnish Re-Leased with written
documentation of all such tax payments, including receipts (if requested by
Re-Leased in writing).
Account Usage Verification
may monitor the usage of the Service on its hosted servers to validate the
number of subscriptions and/or purchases made through the Service by the
Customer and/or its Authorised User. Re-Leased reserves the right to increase
the subscription fees payable by the Customer based on the Customer's level of
usage of the Service.
Changes to the Service
Clause 8.2.2, Re-Leased may from time to time make changes to the functionality
of the Service, for example to make improvements to the Service or to, address
a security threat. Re-Leased shall
notify the Customer of such changes through the Documentation.
Ownership and Reservation
of Rights to Re-Leased Intellectual Property
and its licensors own all right, title and interest in and to the Service and
Documentation (and any Intellectual Property Rights therein), and other
Re-Leased Intellectual Property Rights.
Subject to the limited rights expressly granted in accordance with this
Agreement, Re-Leased reserves all rights, title and
interest in and to the Service, and Documentation, including all related
Intellectual Property Rights. No
Intellectual Property Rights are granted to the Customer in accordance with
this Agreement other than as expressly set forth in this Agreement.
Grant of Rights
grants the Customer a non-exclusive, non-transferable right to access and use
the Service and Documentation, solely for the internal business purposes of the
Customer and its Affiliates and solely during the Term, subject to this
Agreement, the payment of the fees in accordance with Clause 3 and within the
scope of rights specified by the relevant subscription and/or purchase made
through the Service.
Ownership of Customer Data
Re-Leased and the Customer, the Customer shall own all right, title and
interest in and to all Customer Data.
may adapt and use any Customer Input, provided that Re-Leased shall have no
obligation to make any improvements based on such Customer Input. The Customer shall have no obligation to
provide Customer Input. Re-Leased shall own any Intellectual Property Rights
which arise as a result of Re-Leased making any
changes to the Service or developing any new services based on Customer Input.
Aggregated Data Use
Clause 5.4 above, and with the exception of Customer Data, Re-Leased
owns the aggregated and statistical data derived from the operation of the
Service, including, without limitation, the number of records in the Service,
the number and types of transactions, configurations, and reports processed in
the Service and the performance results for the Service (the “Aggregated Data”). Nothing in this Agreement shall be construed
as prohibiting Re-Leased from utilising the Aggregated Data for the purposes of
operating Re-Leased's business, provided that Re-Leased's use of Aggregated Data will not reveal the
identity, whether directly or indirectly, of any individual or specific data
entered by any individual into the Service.
In no event shall the Aggregated Data include any Personal Data.
shall not disclose or use any Confidential Information of the other Party
except as reasonably necessary to perform its obligations or exercise its
rights pursuant to this Agreement except with the other Party's prior written
permission, and only then subject to the disclose agreeing to be bound by
binding obligations of confidentiality which shall be no less restrictive than
those in this Clause 6.
Customer agrees to protect the Confidential Information of the other Party in
the same manner that it protects its own Confidential Information of like kind,
but in no event using less than a reasonable standard of care.
by one Party of Confidential Information of the other Party to the extent
required by Law shall not be considered a breach of this Agreement, provided
the Party so compelled promptly provides the other Party with prior notice of
such compelled disclosure (to the extent legally permitted) and provides
reasonable assistance, at the other Party's cost, if the other Party wishes to
contest the disclosure.
If a Party
discloses or uses (or threatens to disclose or use) any Confidential
Information of the other Party in breach of confidentiality protections in this
Agreement, the other Party shall have the right, in addition to any other
remedies available, to seek injunctive relief to prohibit such acts, it being
acknowledged by the Parties that any other available remedies are inadequate.
Information shall not include any information that:
becomes, generally known to the public without breach of any obligation owed to
the other Party;
to a Party prior to its disclosure by the other Party without breach of any
obligation owed to the other Party;
independently developed by a Party without breach of any obligation owed to the
other Party; or
from a third party without breach of any obligation owed to the other
Party. Customer Data shall not be
subject to the exclusions set forth in this Clause.
Definitions: In this
Clause, the following terms shall have the following meanings:
"controller", "processor", "data subject", "personal data", "processing" (and "process") and "special
categories of personal data" shall have the meanings given in the GDPR;
"Applicable Data Protection Law"
shall mean (the EU General Data Protection Regulation (Regulation 2016/679)
("GDPR"), together with
any other data protection laws applicable to the Services.
of the parties: Customer (the controller) appoints Re-Leased
as a processor to process the Personal Data described in this Agreement for the
purposes described in this Agreement (or as otherwise agreed in writing by the
parties) (the "Permitted Purpose"). Each party shall comply with the obligations
that apply to it under Applicable Data Protection Law.
transfers: Re-Leased shall take such measures to ensure
compliance with any data transfer obligations contained in the Applicable Data
of processing: Re-Leased shall ensure that any person it
authorises to process the Personal Data (an "Authorised Person") shall protect the Personal Data in
accordance with Re-Leased's confidentiality
obligations under this Agreement.
processor shall implement technical and organisational measures to protect the
Data (i) from accidental or unlawful destruction, and (ii) loss, alteration,
unauthorised disclosure of, or access to the Data (a "Security Incident").
Subcontracting: Customer consents to Re-Leased engaging third
party subprocessors to process the Personal Data for
the Permitted Purpose provided that: (i) Re-Leased maintains an up-to-date list
of its subprocessors which is available upon request
with 10 business days' notice, which it shall update with details of any change
in subprocessors at least 10 days' prior to any such
change; (ii) Re-Leased imposes data protection terms on any subprocessor
it appoints that require it to protect the Personal Data to the standard
required by Applicable Data Protection Law; and (iii) Re-Leased remains liable
for any breach of this Clause that is caused by an act, error or omission of
Customer may object to Re-Leased's appointment
or replacement of a subprocessor prior to its
appointment or replacement, provided such objection is based on reasonable
grounds relating to data protection. In
such event, Re-Leased will either not appoint or replace the subprocessor or, if this is not possible, Customer may
suspend or terminate this Agreement (without prejudice to any fees incurred by
Customer prior to suspension or termination).
and data subjects' rights: Re-Leased shall provide reasonable and timely
assistance to Customer (at Customer's expense) to enable Customer to respond
to: (i) any request from a data subject to exercise any of its rights under
Applicable Data Protection Law (including its rights of access, correction,
objection, erasure and data portability, as applicable); and (ii) any other
correspondence, enquiry or complaint received from a data subject, regulator or
other third party in connection with the processing of the Personal Data. In the event that
any such request, correspondence, enquiry or complaint is made directly to
Re-Leased, Re-Leased shall promptly inform Customer providing full details of
Protection Impact Assessment: If Re-Leased believes or becomes aware that
its processing of the Personal Data is likely to result in a high risk to the
data protection rights and freedoms of data subjects, it shall inform Customer
and provide reasonable cooperation to Customer (at Customer's expense) in
connection with any data protection impact assessment that may be required
under Applicable Data Protection Law.
incidents: If it becomes aware of a confirmed Security
Incident, Re-Leased shall inform Customer without undue delay and shall provide
reasonable information and cooperation to Customer so that Customer can fulfil
any data breach reporting obligations it may have under (and in accordance with
the timescales required by) Applicable Data Protection Law. Re-Leased shall further take such any
reasonably necessary measures and actions to remedy or mitigate the effects of
the Security Incident and shall keep Customer of all material developments in
connection with the Security Incident.
or return of Personal Data: Upon termination or
expiry of this Agreement, Re-Leased shall (at Customer's election) destroy or
return to Customer all Personal Data in its possession or control. This requirement shall not apply to the
extent that Re-Leased is required by applicable law to retain some or all of the Personal Data, or to Personal Data it has
archived on back-up systems, which Personal Data Re-Leased shall securely isolate and protect from any further processing except to
the extent required by such law.
request and no more than once per calendar year, Re-Leased shall provide
Customer with reasonable documentation to demonstrate compliance with the
obligations of this clause or submit its facilities to audit by Customer. Such
activity shall be at Customer's expense and any audit reports or similar documentation
shall be subject to the confidentiality provisions of this Agreement.
7.1.13 Sensitive Data: You shall not provide
(nor permit any User to provide) any Sensitive Data to Re-Leased. For the purpose of these Terms, "Sensitive Data"
shall mean data revealing a person's racial or ethnic origin, political
opinions, religious or philosophical beliefs, trade union membership, genetics,
biometrics, health data, data about sex life or sexual orientation, or data
about criminal convictions and offences.
Warranties & Disclaimers
warrants that it has the authority to enter into this Agreement and, in
connection with its performance of this Agreement, shall comply with all Laws
applicable to it related to data privacy, international communications and the
transmission of technical or Personal Data.
warrants that in respect of any Service provided to the Customer:
shall perform materially in accordance with this Agreement and the Documentation;
functionality of the Service will not be materially decreased when viewed in the aggregate.
Customer warrants that any and all Customer Data is
accurate and complete in all respects and does not infringe the Intellectual
Property Rights of any third party.
Customer's exclusive remedy and Re-Leased's sole
liability for breach of the warranties Clause 8.2 above:
shall correct the non-conforming Service at no additional charge to the
event Re-Leased is unable to correct such deficiencies after good-faith
efforts, Re-Leased shall refund the Customer amounts paid that are attributable
to the defective part of the Service from the date Re-Leased received such
the foregoing, Re-Leased is not responsible for any delays, delivery failures,
or any other loss or damage resulting from the transfer of data over
communications networks and facilities, including the internet, and the
Customer acknowledges that the Service and Documentation may be subject to
limitations, delays and other problems inherent in the
use of such communications facilities.
warranty remedies, the Customer must promptly report deficiencies in writing to
Re-Leased, but in any case no later than ten (10) days
of the date the deficiency is first identified by the Customer.
expressly provided in this Agreement and to the maximum extent permitted by
applicable law, Re-Leased makes no warranties of any
kind, whether express or implied, statutory or otherwise, and specifically
disclaims all implied warranties, including any warranties of merchantability,
fitness for a particular purpose or non-infringement with respect to the
Service and/or related Documentation. Re-Leased does not warrant that the
Service will be error free or uninterrupted. The limited warranties provided in
this Agreement are the sole and exclusive warranties provided to the Customer
in connection with the provision of the Service.
shall defend, indemnify and hold the Customer harmless
against any loss, damage or costs (including reasonable legal fees) in
connection with claims, demands, suits, or proceedings ("Claims") made or brought against
the Customer by a third Customer alleging that the use of the Service as
contemplated in this Agreement infringes any Intellectual Property Right;
provided, however, that the Customer:
gives written notice of the Claim to Re-Leased;
Re-Leased sole control of the defense and settlement
of the Claim (provided that Re-Leased may not settle any Claim unless it
unconditionally releases the Customer of all liability); and
Re-Leased, at Re-Leased's cost, all reasonable assistance.
shall not be required to indemnify the Customer to the extent the Claim is
of the Service by the Customer or an Authorised User in conflict with the
Customer’s obligations or as a result of any
prohibited activity as set forth in this Agreement;
use of the
Service in a manner inconsistent with the Documentation;
use of the
Service in combination with any other product or service not developed or
provided by Re-Leased; or
use of the
Service in a manner not otherwise contemplated by this Agreement.
Customer is prohibited from using the Service or Re-Leased reasonably believes
it will be prohibited or a claim of infringement will be made, Re-Leased shall
have the right, at its sole option, to obtain for the Customer the right to
continue use of the Service or to replace or modify the Service so that it is
no longer infringing. If neither of the
foregoing options is deemed available to Re-Leased in its sole discretion, then
use of the Service may be terminated at the option of Re-Leased and Re-Leased's sole liability shall be to refund any prepaid fees
for the Service that were to be provided after the effective date of
Customer shall defend, indemnify and hold Re-Leased, its subsidiaries and
Affiliates, and its and their respective owners, employees, officers, directors
and agents harmless from any loss, damage or costs (including reasonable legal
fees) in connection with Claims made or brought against Re-Leased by a third
Customer arising from an allegation that the Customer Data infringes the rights
of, or has caused harm to a third party, or violates any Law, the breach of
this Agreement or the warranties set forth in this Agreement, or the improper
act, omission or negligence of the Customer provided, however, that Re-Leased:
gives written notice of the Claim to the Customer;
Customer sole control of the defense and settlement
of the Claim (provided that the Customer may not settle any Claim unless it
unconditionally releases Re-Leased of all liability); and
the Customer, at the Customer's cost, all reasonable assistance.
Limitation of Liability.
Limitation of Liability
maximum extent permitted by law and except with respect to the Customer's
payment obligations, in no event shall either Party's (or Re-Leased's third party licensors') aggregate liability
arising out of or related to the Agreement, whether in contract, tort or
otherwise, exceed the fees actually paid by the Customer to Re-Leased in
consideration for Re-Leased's Service delivery during
the six (6) month period immediately preceding the facts and
circumstances from which the claim arose.
shall not exclude or limit in any way Re-Leased's
liability to the Customer where it would be unlawful to do so. This includes
liability for death or personal injury caused by Re-Leased's
negligence or Re-Leased's employees, agents or
subcontractors for fraud, fraudulent misrepresentation or for breach of the
Customer's legal rights in relation to the Service.
Exclusion of Damages
respect to the Customer's payment obligations, in no event shall either Party
have any liability to the other party for any indirect, special, incidental,
punitive or consequential damages, however caused, or for any lost profits
whether in contract, tort or otherwise, arising out of, or in any way connected
with the Service, including but not limited to the use or inability to use the
Service, any interruption, inaccuracy, error or omission, even if the party
from which damages are being sought or such party's licensors or subcontractors
have been previously advised of the possibility of such loss or damages.
Term, Termination and Suspension.
Term of Agreement
The term of
this Agreement commences on the Effective Date and shall continue until the
stated term for the current applicable subscription and/or purchase of the
Service has expired, unless otherwise terminated under Clause 11.6 below (the
shall be automatically extended for a one year period
following the expiration of the then current Term.
Customer does not wish to automatically extend the Term pursuant to Clause 11.2
above, it must notify Re-Leased ninety (90) days prior to the
current end of the Term by email.
Re-Leased may amend these terms
from time to time and will notify you of changes via email or via notification
through the Service. Amended terms are
effective from the date that they are published as part of an updated
Agreement. Previous versions of this
Agreement can be located in Re-Leased's archive.
Continued use of the Service following any modification constitutes Customer
acceptance of the modified Agreement.
Party may terminate this Agreement:
(30) days prior written notice to the other Party of a material breach by the
other Party if such breach remains uncured at the expiration of such notice
upon written notice in the event the other Re-Leased becomes the subject of a
petition in bankruptcy or any other proceeding relating to insolvency,
receivership, liquidation or assignment for the
benefit of creditors.
may terminate this Agreement in the event that the
Customer fails to pay any amount due under this Agreement on the due date for
payment and remains in default no less than thirty (30) days after being
notified in writing to make such payment.
event the Agreement is terminated, subscription to the Customer's Account will
be simultaneously terminated.
Effect of Termination
termination of this Agreement, the Customer shall, as of the date of such
cease accessing and otherwise utilising the Service, except as permitted under
Clauses 11.11 and 11.12 and Clause 6; and
make no further use of any
Documentation and other items (and all copies of them) belonging
for any reason shall not relieve Customer of the obligation to pay any fees
accrued or due and payable to Re-Leased prior to the effective date of
termination and termination for any reason other than for uncured material
breach by Re-Leased shall not relieve Customer of the obligation to pay all
future amounts due through under the Service.
shall be entitled to immediately on notice suspend provision of the Service
Customer or an Authorised User breaches this Agreement and Re-Leased reasonably
believes that such breach has the potential to threaten the security, integrity
or availability of the Service or impact any other users of the Service
(including Re-Leased other customers); or
Customer fails to pay any amount due under this Agreement.
shall not be liable for any breach by it of this Agreement which is caused by
the suspension of provision of the Service. The Customer shall remain liable
for all fees due under this Agreement during the period of any suspension.
resolution by the Customer of the issues that gave rise to the right to
suspend, Re-Leased shall as soon as reasonably practicable reinstate provision
of the Service.
Retrieval of Customer
request by Customer made within thirty (30) days after any expiration or
termination of this Agreement, Re-Leased will make all Customer Data available
to Customer through the Service as a .csv file (or in such other format as is
agreed between the Parties), solely for the purpose of
Customer retrieving Customer Data, for a period of up to thirty (30) days after
such request is received by Re-Leased.
After such period for retrieval of Customer Data, within sixty (60) days
after Customer’s written request, Re-Leased will delete the Customer Data by
deletion of Customer’s Tenant; provided, however, that Re-Leased will not be
required to remove copies of the Customer Data from its backup media and
servers until such time as the backup copies are scheduled to be deleted, and
provided further that in all cases Re-Leased will continue to protect the
Customer Data in accordance with this Agreement. The foregoing deletion
obligation will be subject to any retention obligations imposed on Re-Leased by
following provisions of this Agreement shall not survive and will have no
further force or effect following any termination or expiration of this
(Provision of the Service);
(Grant of Rights); and
subscriptions and/or purchases made through the Service.
provisions of this Agreement shall survive any termination or expiration of
this Agreement to the extent necessary to give effect to the purpose of such
Relationship of the Parties
and Third Party Rights
this Agreement is intended to or shall give rise to a partnership, franchise,
joint venture, agency, fiduciary or employment relationship between the
Parties. A person who is not a party to
this Agreement has no right under the Contracts (Rights of Third Parties) Act
1999 to enforce or to enjoy the benefit of any term of this Agreement.
Prevention of Corruption
warrants that in entering into this Agreement it has not committed any
Prohibited Act (defined below).
If a Party
or any subcontractor of that Party (or anyone employed by or acting on behalf
of any of them) or any of its or their agents commits any Prohibited Act, that
act shall be considered a material breach subject to the provisions of Clause
11.6 above (Termination). Depending on
the circumstances of the breach, such remedy may include, but shall not be
termination of employment (or instruction, if a subcontractor) of the person(s)
committing the Prohibited Act;
necessary, procuring the continued performance of the Agreement (in Re-Leased’s case, the Service) by another person(s); and/or
undertaking by a sufficiently senior executive (director level or above) that
the Prohibited Act has been fully investigated and remedied, to the reasonable
satisfaction of the innocent Party.
purposes of this Clause 12.5, the term “Prohibited
offering, promising or giving of a financial or other advantage to another
person (whether directly or through a third party) with the intention to induce
that person to perform improperly a relevant function or activity or to reward
that person for the improper performance of such a function or activity or
knowing or believing that the acceptance of the advantage would constitute the
improper performance of such a function or activity; and/or
requesting, agreeing to receive or acceptance of a financial or other advantage
intending that, in consequence, a relevant function or activity should be
performed improperly (whether by that person or another person) or improperly
performing a relevant function or activity in anticipation of receiving or
accepting a financial or other advantage; and/or
offering, promising or giving of a financial or other advantage to another
person (whether directly or through a third party) who is a foreign public
official (as defined in the United Kingdom Bribery Act 2010) intending to
influence the performance of that foreign public official’s functions (whether
in the exercise or in omitting to exercise those functions) or otherwise to use
the foreign public official’s position in order to obtain or retain business or
an advantage in the conduct of business; and/or
limiting the foregoing, any act that is in breach of applicable Law, including
those relating to anti-bribery and anti-corruption (including the UK Bribery
Act 2010 and US Foreign & Corrupt Practices Act as they may be amended).
definition of Prohibited Act above:
"person” includes an individual, partnership, body corporate or other
recognized commercial organization; and
function or activity” shall mean a function or activity if it is of a public
nature, or is connected with a business, or is performed in the course of a
person’s employment or is performed on behalf of a body of persons (whether
corporate or unincorporated) and the person performing the function or activity
is expected to perform it in good faith, or impartially, or is in a position of
trust by virtue of performing it (failure of any one of the above conditions
being improper performance of that function or activity) regardless of where in
the world such function or activity is performed or should be performed.
under this Agreement shall be in writing and shall be deemed to have been given
business day after first class mailing; or
second business day after sending by email with electronic confirmation of
receipt. Notices to Re-Leased shall be
addressed to email@example.com
the Customer shall be addressed to the party set forth under the applicable
subscriptions and/or purchases through the Service. Each Party may modify its recipient of
notices by providing notice pursuant to this Agreement.
Waiver and Cumulative
to exercise or delay in exercising a right or remedy provided to a party under
this Agreement shall not constitute a waiver of that right or remedy, and no
waiver by a party of any breach of this Agreement shall constitute a waiver of
any subsequent breach of the same or any other provision.
and remedies of the Parties under and in connection with this Agreement are
cumulative and not exclusive of any rights and remedies provided by law, and
all such rights and remedies may be enforced separately or concurrently with
any other right or remedy. Each Party shall pay its own costs and expenses in
relation to the negotiation, preparation, execution and performance of this
Agreement and the transactions and arrangements contemplated by this Agreement.
Party shall be liable for any failure or delay in performance under this
Agreement (other than for delay in the payment of money due and payable in
accordance with this Agreement) for
causes beyond that Party’s reasonable control and not caused by that Party’s fault, or negligence, including,
but not limited to, acts of God, acts of government, flood, fire, civil unrest,
acts of terror, strikes or other labour problems (other than those involving
Re-Leased or Customer employees, respectively), computer attacks or malicious
acts, such as attacks on or through the internet, any internet service
provider, telecommunications or hosting facility (a “Force Majeure Event”), but in each case, only if and to the extent
that the non-performing Party is without fault in causing such failure or
delay, and the failure or delay could not have been prevented by reasonable
precautions and measures and cannot reasonably be circumvented by the
non-conforming Party through the use of alternate sources, workaround plans,
disaster recovery, business continuity measures or other means. Dates by which
performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so
Customer may not assign any of its rights or obligations in accordance with
this Agreement, whether by operation of law or otherwise, without the prior
written consent of Re-Leased (which will not be unreasonably withheld). Any attempt by the Customer to assign its
rights or obligations under this Agreement in breach of this Clause 12.11 shall
be void and of no effect. Subject to the
foregoing, this Agreement shall bind and inure to the benefit of the Parties,
their respective successors and permitted assigns.
Re-Leased may assign all of its rights or obligations in accordance with this
Agreement to any of its group companies, subsidiaries and/or affiliates.
If there is a dispute between the parties in relation to
this Agreement (or any previous version of this Agreement), either party must
give the other party notice of the nature and details of the dispute, and
neither party will commence any Court or arbitration proceedings until the
procedure described in this section has been complied with.
Within ten (10) business days of receipt of the notice of
dispute, senior managers of the parties shall meet either in person or via
electronic means as agreed to endeavour to resolve the dispute in good faith.
If the dispute is not resolved within twenty (20) business days of receipt of
the notice of dispute, either party may by notice to the other party refer the
dispute to mediation. The mediation will be conducted in Auckland, New Zealand
and conducted under the LEADR New Zealand Incorporated (“LEADR”) standard
mediation agreement. If the parties do not agree on a mediator or the
mediator’s fees within ten (10) business days of receipt of the notice of
mediation, the mediator shall be appointed or the fees
set by the chair of LEADR (or their nominee) at the request of either party
If the dispute cannot be resolved through mediation, then
either party may refer the dispute to for adjudication in the Courts according
to clause 13 below.
Governing Law and Jurisdiction
General jurisdiction: For the purposes of
dispute resolution, in all situations other than those specified, or if the
information or Data You are accessing using the Services and the Website is
solely that of a person who is a tax resident in New Zealand at the time that
You accept these terms, then New Zealand law governs this Agreement and You
submit to the exclusive jurisdiction of the courts of New Zealand for all
disputes arising out of or in connection with this Agreement which have not
been resolved through negotiation in good faith or mediation; or
Australia: If the information or
Data You are accessing using the Services and the Website is solely that of a
person who is a tax resident in Australia at the time that You accept these
terms then Australian law governs this Agreement and You submit to the
exclusive jurisdiction of the courts of Australia for all disputes arising out
of or in connection with this Agreement which have not been resolved through
negotiation in good faith or mediation; or
United Kingdom: If the information or
Data You are accessing using the Services and the Website is solely that of a
person who is a tax resident in the United Kingdom at the time that You accept
these terms then this Agreement is governed by the laws of England and Wales
and You hereby submit to the exclusive jurisdiction of the courts of England
and Wales for all disputes arising out of or in connection with this Agreement
which have not been resolved through negotiation in good faith or mediation
Agreement, and the subscriptions and/or purchases through the Service,
constitutes the entire agreement between the Parties with respect to the
subject matter in this Agreement. In the
event of a conflict, the provisions of any subscriptions and/or purchases
through the Service shall take precedence over provisions of the body of this
Agreement. This Agreement supersedes all
prior and contemporaneous agreements, proposals or
representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any
provision of this Agreement shall be effective unless in writing and signed by
provision of this Agreement is or becomes, or is
declared by any competent court or body to be, illegal, invalid or
unenforceable this shall not affect or impair the legality, validity or
enforceability of the remaining provisions of this Agreement.
Customer permits Re-Leased to use the Customer's name and logo in lists of
Customers, on marketing materials and on its website.
a registered account with Re-Leased for the use of the Service.
“Affiliate” means any entity which directly or indirectly controls, is
controlled by, or is under common control by either party. For purposes of the preceding sentence,
"control" means direct or indirect ownership or control of more than
fifty per cent (50%) of the voting interests of the subject entity.
"Authorised User" means any of the Customer’s:
Customer Tenants; and
third party providers,
authorised to access the Service by the Customer, through their
personalised username and password, created by the Customer using Re-Leased
products and services.
"Confidential Information" means
any software utilised by Re-Leased in the provision of the Service and
its respective source code;
each party’s business or technical information, including but not
limited to the Documentation, training materials, any information relating to
software plans, designs, costs, prices and names, finances, marketing plans,
business opportunities, personnel, research, development
or know-how that is designated by the disclosing Customers
"confidential" or "proprietary" or the receiving party
knows or should reasonably know is confidential or proprietary; and
the terms, conditions, pricing and/or any
discounts relating to this Agreement (but not its existence or parties).
"Customer Data" means the electronic data or information submitted by the Customer
or Authorised User to the Service, which may include Personal Data.
“Customer Input” means
suggestions, enhancement requests, recommendations or other feedback provided
by Customer and an Authorised User relating to the operation or functionality
of the Service.
means any tenant who is given access to the Service by the Customer to complete
his or her respective tenancy process, make payments or access other
means Re-Leased’s electronic user guide for the
Service available at www.releasedsoftware.freshdesk.com/support/home, which may
be updated by Re-Leased from time to time.
Rights” means any and all common
law, statutory and other industrial property rights and intellectual property
rights, including copyrights, trademarks, trade secrets, patents and other
proprietary rights issued, honoured or enforceable under any applicable laws
anywhere in the world, and all moral rights related thereto.
“Law(s)” means any local, state, national and/or foreign law or laws,
treaties, and/or regulations applicable to a respective party.
“Malicious Code” means viruses, worms, time bombs, Trojan horses and other malicious
code, files, scripts, agents or programs.
“Material breach” means a breach (including an anticipatory breach) which is serious
in the widest sense of having a serious effect on the benefit which the party
alleging the material breach would otherwise derive from a substantial portion
of this Agreement over the term of this Agreement. In deciding whether any breach is material no
regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.
"Personal Data" means any information that relates to an identified or identifiable
"Service" means Re-Leased’s software-as-a-service
property management platform as described in the Documentation.
"We" or "Re-Leased" means
Re-Leased Software Company Limited (New Zealand company number 3767620) and any
of our related companies.