Terms Of Use

 

By registering to use FlexiTime whether as a Trial User or a Subscriber you agree to be bound by the terms set out below. If you do not agree to these terms do not register to use FlexiTime.

1. Interpretation

In these Terms

 

“Administrator” means the person that has access to and use of the Profile created at registration of the Licensee which Profile will be linked to that Licensee and able to authorise access by Operators and set limits on the rights of Operators (to the extent this is permitted in the Software);

 

“Commencement Date” means the date on which the Licensee agrees to these terms;

 

“Data” means any data entered by the Licensee into the Software;

 

“Documentation” means all instruction manuals, user guides and other information relating to the Software made available with the Software or through the Website;

 

“End User” means an Operator or an Administrator;

 

“Fees” means the amounts payable by the Licensee for the right to use the Software, as published from time to time by FlexiTime Ltd. in the Fees Schedule;

 

“Fees Schedule” means the schedule set out at http://www.flexitime.co.nz/pricing as this may be updated from time to time;

 

“Intellectual Property Rights” means all patents, licences, trade marks, service marks, trade names, inventions, trade secrets, copyright, moral rights, design rights, know-how, confidential information and any other intellectual property rights whether registered or unregistered and the right to register the same;

 

“Licence” means the licence granted under clause 3.1;

 

“Licensee” means either a Subscriber or a Trial User;

 

“Operator” means any person who has access to and use of a Profile that is linked to the Licensee and that is added by the Administrator;

 

“Password” means a unique password which if the Licensee is a Trial User is provided by FlexiTime or is selected by Licensee’s Administrator and / or Operator and used to access the Software;

 

“Profile” means the identity given to a user of the Software which identity is linked to a Licensee and also linked to the rights that identity has in relation to use of the Software and access to the relevant Licensee’s Data;

 

“Register” shall mean register as a Trial User or a Subscriber, registering and registration shall have equivalent meanings;

 

“Software” means the Flexitime Software, which is an Employee Time Management System;

 

“Subscriber” means an individual company or partnership who has completed FlexiTime’s registration process and is using or intends to use the Software in its day to day business;

 

“Trial User” means an individual Company or partnership who has applied to FlexiTime Ltd. to assess the Software and has been given access on a trial basis using a name and password provided by FlexiTime Ltd.;

 

“PAYE intermediary” means a person who has been accredited as a PAYE Intermediary by the commissioner of Inland Revenue and whose obligations are set out under subpart RP 1 of the Income Tax Act 2007.

 

and “Website” means www.flexitime.co.nz;

 

2. Registration and password

2.1. The Software will be hosted on FlexiTime Ltd. servers and will be accessible through the Website by registering to become a Licensee.

 

2.2. Notwithstanding any other clause in this Agreement where the Licensee is a Trial User they acknowledge that:

a) Their access to the Software is intended to be to assess whether the Software is able to meet their requirements;

b) They will not be able to use and will not try to use the Software to process live data or information of their business;

c) Where advised by FlexiTime Ltd. their access to the Software may be for a limited time only;

d) If they wish to use the Software in their day to day business they will need to cease being a Trial User and register to become a Subscriber.

 

2.3. Notwithstanding any other clause in this Agreement where the Licensee is a Subscriber they acknowledge that:

a) By registering, the Licensee agrees to provide FlexiTime Ltd. with current, complete and accurate information as prompted by the registration form and Licensee agrees to maintain and update this registration data as required to keep it current, complete and accurate.

b) to keep the Passwords secure and confidential and not reveal it to any persons not authorised by it;

c) it is entirely responsible for any and all activities that occur under or through the use of their Passwords; and

d) to notify FlexiTime Ltd. immediately if it believes the Password is no longer secret so that FlexiTime Ltd. can cease relying on their Password.

 

2.4. The Licensee will not:

a) use the Software for any purpose that is unlawful;

b) where they are a Subscriber use the Software for any purpose other than the Licensee’s own internal business purposes;

c) do any act or thing that will or is reasonably likely to interfere with the Software or any other users use of the Software;

d) do any act or thing that will or is reasonably likely to result in the transmission or upload of harmful or deleterious software (including, without limitation, viruses, trojan horses, worms or time bombs);

e) attempt to gain unauthorised access to the Software, other users information or computer systems or networks connected to the Software or;

f) transmit or upload any materials that are in breach of any intellectual property laws, rights of privacy or any other third party rights.

 

2.5. FlexiTime Ltd. may amend these Terms from time to time. FlexiTime Ltd. will set out the date that the terms were last updated next to the hyper link to the terms on the login page. By continuing to login and use the Software the Licensee will be deemed to have agreed to the new terms.

 

3. Licence

3.1. With effect from the Commencement Date until such time as these Terms are terminated in accordance with their terms FlexiTime Ltd. grants:

a) to the Trial User a non-exclusive, non-transferable Licence to use the Software to assess whether it will meet the Trial User’s requirements; and

b) to a the Subscriber a non-exclusive, non-transferable Licence to access and use the Software for the Subscriber’s own internal business purposes.

 

3.2. FlexiTime Ltd. will provide access to Documentation that is intended to assist the Licensee in using the Software.

 

3.3. Upon registering to be a Licensee the Licensee will be able to appoint one person to be an Administrator. The Administrator will be an End User who is given rights by the Software to create access for Operators. All Operators given access to by an Administrator will be able to use the Software and input, access and export relevant Licensee’s Data in the manner prescribed by the Administrator.

 

3.4. FlexiTime Ltd. may deem any act carried out or omission permitted by the Administrator or any Operator or any instruction given by the Administrator as being carried out, permitted or given by the Licensee.

 

4. Payment

4.1. The Fees payable for access and use of the Software are set out in the Fees Schedule on the FlexiTime website.

 

4.2. The Fees Schedule may set out various levels of usage and link these to differing fees that are to be paid.

 

4.3. The Fee payable will be calculated based on usage level selected by the Licensee at the date of subscribing or monthly thereafter.

 

4.4. On the date of subscription and monthly thereafter FlexiTime Ltd. will issue the Licensee an invoice in advance for the Fees payable in the following invoice period.

 

4.5. Invoice periods are for one month. The date range of the invoice period is determined by the subscription date of the Licensee.

 

4.6. The date that payment of the invoice is due will be shown on the invoice.

 

4.7. If the Licensee defaults in payment of any Fees, FlexiTime Ltd. may, without prejudice to any of its other rights or remedies and without liability to Licensee:

a) suspend the Licensee’s (including all its End User’s) access to the Software; and

b) charge interest on any unpaid amount from the due date until the date of the actual payment at 2% per annum over the base overdraft facility charged by FlexiTime Ltd’s bankers from time to time.

 

4.8. Licensee acknowledges that where FlexiTime Ltd. suspends Licensee’s access to the Software, FlexiTime Ltd. is not liable for any loss cost damages or expenses suffered by the Licensee or any other party as a result of that loss of access.

 

5. Hardware and service requirements and performance

5.1. The Licensee acknowledges that:

a) the Licensee is solely responsible for acquiring, servicing, maintaining and updating all equipment, computers, software and communication services that allow a user to access and use the Software;

b) the operation and availability of the software and systems used for accessing the Software, 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 Software; and

c) FlexiTime Ltd. is not in any way responsible for any interference with or prevention of the Licensee’s access and/or use of the Software.

 

6. Intellectual property rights and confidentiality

6.1. The Licensee acknowledges that the Intellectual Property Rights in the Software, the Website and any documentation relating to the Software remain the property of FlexiTime Ltd. (or its licensors).

 

6.2. FlexiTime Ltd. acknowledges that the Intellectual Property Rights in the Data remain the property of the Licensee. Licensee agrees to maintain copies of all Data entered into the Software and FlexiTime Ltd. will not be liable for any loss cost or expense suffered by the Licensee or any other party as a result of the Data being lost.

 

6.3. All information relating to the Software and the Documentation will be treated by the Licensee as confidential unless it is in the public domain otherwise than by a breach of these Terms.

 

6.4. All information relating to the Licensee that could reasonably be considered by its nature to be confidential will be treated by FlexiTime Ltd. as confidential unless the Licensee gives permission for FlexiTime Ltd. to use the information or the information is in the public domain otherwise than by a breach of these Terms.

 

6.5. Nothing in clauses 6.3 or 6.4 shall prevent either party from disclosing confidential information to the extent that it is required to by law. Where either party is required by law to disclose any confidential information it will first advise the other party of this obligation, will allow the other party reasonable time to avoid the disclosure having to be made and will give the other party such assistance (at the other party’s cost) as the other party reasonably requests in doing this.

 

6.6. The Licensee undertakes:

a) not to copy any Documentation except to the extent that copying is necessary for the Licensee’s own back-up purposes;

b) not to transfer or otherwise deal in the Documentation or the Licensee’s rights under the Licence;

c) to maintain all copyright notices on the Documentation;

d) to notify FlexiTime Ltd. immediately it becomes aware that any person may have unauthorised knowledge, access to or use of the Software or the Documentation.

 

6.7. The Licensee’s obligations under this clause will survive termination of the Licence.

 

6.8. FlexiTime Ltd. may use and treat any personal information it receives from the Licensee in accordance with the Privacy Terms.

 

6.9 Portions of this software are based in part on the work of Adobe Systems Incorporated. Because FlexiTime Ltd. has included the Adobe Systems Incorporated software in this product, FlexiTime Ltd. is required to include the following text that accompanied such software:

 

Copyright (c) 2006 Adobe Systems Incorporated.

 

7. Fair Use Policy

7.1 FlexiTime wishes to ensure that all licensees are able to access the FlexiTime Software and Services. For this reason, and to ensure FlexiTime is able to continue to provide high quality Software and Services, this Fair Use Policy applies.

 

7.2 For services that are subject to our Fair Use Policy, we may apply our Fair Use Policy where, in our reasonable opinion, your usage of our Services and/or Software is excessive and/or unreasonable as detailed in this paragraph.

 

7.3 We have developed our Fair Use Policy by reference to average customer profiles and estimated usage of our Software and Services.

 

7.4 If your usage materially exceeds normal usage patterns over any month, or is inconsistent with normal usage patterns by Flexitime licensees, then your usage will be excessive and/or unreasonable.

 

7.5 If your usage of the Software and/or Services is excessive and/or unreasonable we may contact you to advise you that your usage is in breach of our Fair Use Policy. We may then request that you stop or alter your usage to come within our Fair Use Policy.

 

7.6 If your excessive or unreasonable usage continues after receipt of a request to stop or alter the nature of such usage, we may without further notice, apply charges to your account for the excessive and/or unreasonable element of your usage; suspend, modify or restrict your use of the Software and/or Services or withdraw your access to the Software and/or Services.

 

7.7 The usage of Software and/or Services is dependent on the level of usage selected by the licensee at the date of subscription or monthly thereafter. Estimated maximum usage of Services is four (4) support issues per month.

 

8. Employee Conversion Service

8.1 FlexiTime may provide, at an additional fee, services to assist the licensee migrating its payroll information from third party payroll software into FlexiTime.

 

8.2 The licensee agrees to provide all information required by FlexiTime to enable accurate payroll processing in the FlexiTime system.

 

8.3 By finalising a pay run in FlexiTime, the licensee warrants that all information loaded into FlexiTime from third party software as part of the Employee Conversion Service is accurate and complete.

 

8.4 The licensee indemnifies FlexiTime for any loss or damage resulting from incorrect information being entered into the FlexiTIme payroll system.

 

9. FlexiTime PAYE Service

9.1 FlexiTime is a registered PAYE intermediary and may provide a PAYE service to the licensee, provided the following conditions are met.

a) The licensee must complete Inland Revenue IR920 Employer Linking to PAYE Intermediary form and send to FlexiTime.

b) The licensee must use the Banking Payments Batch file, or make a payment using the reference, code and particulars shown on the Payment Summary, on or immediately following each pay date to pay all PAYE and all other Inland Revenue deductions to the FlexiTime Commercial Trust account.

 

9.2 If the conditions in section 9.1 are not met, the licensee will no longer be eligible for the FlexiTime PAYE Service. Any payments made by the licensee to the FlexiTime Commercial Trust account that have not yet been paid to Inland Revenue will be refunded to the licensee.

 

9.3 By not meeting the conditions in section 9.1 the licensee may be deemed to have selected a higher level of usage as described in the Schedule of Fees.