nVALUATE Terms of Use
These terms were last updated on Wednesday 12th May 2021 and replace any previous terms.
These Terms of Use, together with our Privacy Policy set out the terms and conditions for your use of the nVALUATE Services. In using the nVALUATE Services, you acknowledge that you have read, understood, and have agreed to these Terms, including on behalf of any person or entity for whom you are using the nVALUATE Services.
From time to time, we will need to update these Terms and we encourage you to check them regularly so that you stay informed. If you do not agree to any of these Terms, including any updates, then you must cease use of the nVALUATE Services immediately.
To help you read and understand these Terms, we've set out definitions of some key terms below:
"Customer" means the person or entity who registers to use the nVALUATE Services by creating an nVALUATE account. If an individual creates an account on behalf of an organisation, then the organisation will be deemed to be the Customer, and will be bound by these Terms.
"Authorised User" means any person or entity that a Customer authorises to use the nVALUATE Service on its behalf. This includes the “Primary Administrator” (as nominated by the Customer), “Administrator”, “Evaluator” and other employees, agents, sub-contractors and personnel of the Customer who are authorised to use the nVALUATE Services on the Customer's behalf, but also includes support partners and other third parties with whom a Customer shares its nVALUATE account details (and for whose conduct the Customer is responsible).
"We" or "nVALUATE" means TranzPayments Consulting Limited (New Zealand company number 6409452) and any of our related companies.
"nVALUATE Service" or “nVALUATE Services” means nVALUATE's secure procurement support products and services, and any features, technologies or functionality provided by those products or services, offered by us from time to time, including nVALUATE Score module or any other modules that you may utilise ("Modules") and nVALUATE.com ("Website"). Your use of the nVALUATE Services will also be subject to any allowances and/or limits that apply to the nVALUATE plan which you've purchased.
"You" means the Customer and (where the context permits) includes any Authorised Users.
You agree to provide true, accurate, current and complete account information, and to maintain and promptly update your account information in order to ensure that it remains true, accurate, current and complete. We will use that information to contact you from time to time (including by sending you notices as required by these Terms relating to, for example, suspension of your account or changes to your plan), so it's important that you keep all of your contact details, and those of your Primary Administrator, Administrators, Evaluators and other Authorised Users, up to date.
nVALUATE grants you a limited, non-exclusive, non-transferable, revocable licence to use the nVALUATE Services (subject to your account type) for the purposes of the Customer's business and in accordance with these Terms.
You are responsible for any conduct or activity undertaken in your account, including any changes made, and the input or modification of or access to any data or information in your account, by any of your Authorised Users. In particular, our primary point of contact with you will be your nominated Primary Administrator, who will be considered as authorised by you to make changes, give instructions and receive notices on your behalf.
If:
· you are an Authorised User using or accessing the nVALUATE Services for the benefit of a Customer, then you are responsible for ensuring you have the right to do so from the relevant Customer (including all necessary authorisations to access, amend or remove data, or make changes to the Customer's account); or
· you are a Customer, then you are responsible for authorising use or access of the nVALUATE Services by any Authorised User and will indemnify nVALUATE against any claims or loss relating to any Authorised User's use of or access to your account.
We will have no responsibility to anyone other than the Customer, and the nVALUATE Services and these Terms are intended solely for the benefit of the Customer and not for any Authorised User(s).
We can suspend or cancel your account at any time on written notice to you. Such termination will be effective at the end of your then-current paid-up subscription period. We may also cancel or suspend your account immediately if, in our sole discretion:
· you have committed a material or persistent breach of these Terms (such as for non-payment or late payment of the Fees) or any other terms applying to your use of the nVALUATE Services;
· we consider that provision of the nVALUATE Services, or use of them, in your territory or jurisdiction will or is likely to breach any applicable law;
· we decide to withdraw the nVALUATE Services from your territory or jurisdiction altogether; or
· you fail to comply with any limits or restrictions (such as but not limited to number of Administrators or Evaluators) applicable to your nVALUATE plan.
You are entitled to cancel your account with nVALUATE at any time. You may cancel your account by following the prompts when you are logged into your account through the Website. If you cancel your account before the end of your current paid up month or year, your cancellation will take effect immediately and you will not be entitled to any refund of Fees paid in advance (unless we agree otherwise).
If your account is cancelled, your account will be deactivated and all of your rights granted under these Terms will immediately come to an end (except to the extent that it is necessary for them to continue in respect of our ongoing storage of your data up to the date of permanent deletion).
We are not liable for any loss or damage following, or as a result of, cancellation of your account, and it is your responsibility to ensure that any content or data which you require is downloaded, exported, backed-up or replicated before cancellation using the tools provided as part of the nVALUATE Services.
The fees charged for use of the nVALUATE Services are set out on the Website (or as notified to you in the case of some exclusive plans) ("Fees") and are subject to change. We can change the Fees, and/or introduce new pricing packages and terms, at any time by giving you 30 days' prior notice (by email to your Primary Administrator or by displaying a message the next time you use the nVALUATE Services). The new Fees or pricing/package terms will apply to you from expiry of that notice, unless you choose to cancel your account before the changes take effect. Also, the new Fees will apply to you immediately if you choose to change your plan/package (or if you reactivate your plan after cancellation or suspension).
Fees for the nVALUATE Services are charged in advance on a monthly basis and are non-refundable, including if you only use part of a month subscription for the nVALUATE Services. If you do not want your subscription to renew at the end of your then-current paid-up subscription period, you must cancel your account before the end of your then-current paid-up subscription period.
If you are late in paying any Fees, we may charge a late fee of the greater of NZ$20 (excluding GST, if any) or up to 1.5% of the unpaid Fees.
If you are carrying out a free trial of the nVALUATE Services (as offered on the Website), the free trial will begin on the day that your account is opened and end at the end of the published trial period. If you wish to continue to use the nVALUATE Services at the end of the free trial period, you will be charged Fees from the point the trial is finished. If you choose not to continue with the nVALUATE Services, then your account (and all data associated with it) will be deleted after the end of your free trial.
Unless otherwise stated, Fees are exclusive of all taxes, and you are responsible for any taxes that may arise.
You may add or remove Modules your account at any time by following the prompts when you are logged into your account.
The changed Modules will become effective immediately. If you remove Modules, no refunds will be paid in respect of any unused portion for the relevant charging period of that Module. If you add Modules to your account, the balance already paid for the rest of the term will be credited to your account. We will then immediately charge your account for any net amount due as a result of the additional Modules and your account renewal date will be reset to the next available billing day.
Removing Modules may cause the loss of content, features, or capacity of your account, and reduce the number of registers, users and/or transactions you can use or process. If you choose to downgrade your account, nVALUATE does not accept any liability for the resulting loss of data, content, features or capacity.
We will take all reasonable steps to ensure the nVALUATE Services are available to be accessed recognising that we are not responsible for your access to the internet or your information technology.
There may occasionally be outages to nVALUATE due to matters either directly or indirectly in our control. Where this happens we will work to promptly resolve these issues so that you are able to access the nVALUATE Services.
From time to time, we may add, make changes to or remove features or functionality of the nVALUATE Services. Where this is done, we will provide adequate notice to you.
We will provide access to training documentation to ensure your Primary Administrator, Administrators and Evaluators are able to use the nVALUATE Services.
To the maximum extent permitted by law, nVALUATE shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, business, goodwill, use, data or other intangible losses.
In any case, nVALUATE's maximum aggregate liability under or in connection with these Terms or your use of the nVALUATE Services is limited to the amount of Fees paid by you in the prior 12 months.
You are responsible for all activity that results from use of the nVALUATE Services through your account. You are responsible for maintaining the security of your account and password. nVALUATE will not be liable for any loss or damage that may result from any failure to keep User names and passwords secure.
You indemnify nVALUATE against all forms of liability, actions, proceedings, demands, costs, charges and expenses which nVALUATE may incur or suffer as a result of use of the nVALUATE Services through your account or as a result of your failure to comply with these Terms.
You agree to use the nVALUATE Services in a reasonable way. If we determine that your use of the nVALUATE Services is not reasonable or that your use is causing degraded performance of the nVALUATE Services for you or for other Users, we may impose limits on your use of the nVALUATE Services. Where possible, we will endeavour to give you at least 24 hours prior notice and request that your usage is reduced before imposing any limits.
nVALUATE is a registered trademark of TranzPayments Consulting Limited.
You agree that nVALUATE owns all of the intellectual property rights existing in the nVALUATE Services. You agree not to challenge or do anything inconsistent with such ownership. You may not publish or use nVALUATE's brand, branding or logos except with nVALUATE's prior written consent.
You grant nVALUATE a royalty-free, irrevocable, perpetual licence to use for our business purposes (including for product improvement, research and development, data analytics and other legitimate commercial purposes) information and/or data collected by nVALUATE through your use of the nVALUATE Services (provided that we aggregate or anonymise any information or data which you have submitted or inputted into the Services that we process on your behalf). Other than this right, nVALUATE claims no intellectual property rights in relation to the information or content you input into the nVALUATE Services.
You may provide us with comments, feedback or suggestions on nVALUATE Services, and you agree that we will be free to use, modify and incorporate such suggestions without any obligation to you.
We will maintain appropriate technical and organizational measures to protect the security of the data or content that you input into the nVALUATE Services. We will also follow our Privacy Policy and ensure we comply with the New Zealand Privacy Act 2020.
You are responsible for complying with all applicable data protection laws in respect of your use of the nVALUATE Services and with regard to any instructions you issue to nVALUATE with regard to the processing of personal data you provide to nVALUATE through the Services.
On expiry or termination of these Terms, or upon cancellation of your account, the data submitted by you to the nVALUATE Services will be deleted after 180 days, unless applicable laws or regulations require nVALUATE to retain the data for a longer period. To the extent that we continue to hold the data, it shall be securely isolated and protected from further processing except to the extent required by applicable law.
If there is a dispute between the parties in relation to these Terms (or any previous version of them), 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 to endeavour to resolve the dispute. 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. 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 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 binding arbitration. The arbitration will be in Wellington, New Zealand and the results of the arbitration shall be non-appealable and binding on both parties
If we don't insist that you perform any of your obligations under these Terms, or if we do not immediately enforce our rights against you, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations.
The nVALUATE Services are provided for use in business, so you are not a consumer. To the maximum extent permitted by law, any statutory or other consumer protection provisions (including in the Consumer Guarantees Act 1993 and in the Fair Trading Act 1986) do not apply to the nVALUATE Services, these Terms or our relationship with you.
Each clause in these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
You are not permitted to assign, sub-licence, novate or transfer these Terms or any of the rights licensed under them.
These Terms shall be governed by New Zealand law, and (subject to the 'Disputes' section above) you submit to the exclusive jurisdiction of the New Zealand courts for any matter or dispute arising in relation to these Terms.