Terms of Service
LAST REVISED: 30 JANUARY 2022
These Terms Of Service (Terms) apply to your use of our websites, applications and associated services (Services). They apply to all the sites and associated products and services provided by Mappazzo Limited including but not limited to those branded as Mappazzo, Trakk and Trakk Assets.
If you access or use the Services:
It means you agree to be bound by all of the terms below;
If you do not agree to these Terms, you are not authorised to access and use our Services, and you must immediately stop doing so;
Where your access and use is on behalf of another person or entity (e.g. a company), you confirm that you are authorised to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms;
If you sign up for access using an email address from your employer or another entity, then you will be deemed to represent that entity and your acceptance will bind you and that entity to the Terms.
In this case the word 'you' in these terms will refer to both you and your employer or other entity.
If a term does not make sense to you, you should not agree to the Terms or use the Services. Please seek clarification of any term by e-mailing info@mappazzo.com
1. CHANGES TO THESE TERMS
We reserve the right to modify these Terms at any time. For instance, we may need to change these Terms if we come out with a new feature or for some other reason. We may change these Terms by communicating new Terms on our Services.
It is your responsibility to check our Services for changes to these Terms. Notwithstanding, if you have an active account with valid contact details we may provide you with a notification of a change in these Terms.
Whenever we make changes to these Terms, the changes are effective as follows:
Free Services:
Changes are effective 24 hours after we post such revised Terms (indicated by revising the date at the top of these Terms) or upon your acceptance if we provide a mechanism for your immediate acceptance of the revised Terms. You must accept revised Terms to continue using the Free Services. If you do not agree to the revised Terms, you should cease using the Services.
Paid Services:
Changes take effect at the next renewal of your Subscription Term and will automatically apply as of the renewal date unless you elect not to renew. Notwithstanding, in some cases (e.g. to address compliance with Laws, or to provide new features) we may require that new Terms become effective during your then-current Subscription Term. In this case if you object to the new Terms, then you may terminate your affected Orders and we will refund you any fees you have paid for the terminated portion of the applicable Subscription Term. In order to exercise this right, you must provide us with notice of your objection and termination within thirty (30) days of us providing notice of the modifications. For the avoidance of doubt, any Order is subject to the version of these Terms in effect at the time of the Order.
2. DEFINITIONS
In these Terms:
'Including' and similar words do not imply any limit;
'Loss' includes loss of profits, savings, revenue or data, and any other claim, damage, loss, liability and cost, including legal costs on a solicitor and own client basis;
'Personal information' means information about an identifiable, living person;
'Terms' means these terms and conditions titled Terms of Service;
'Underlying System' means any network, system, software, data or material that underlies or is connected to our Services; 'User ID' means a unique name and/or password allocated to you to allow you to access certain Services that we provide;
'We', 'us' or 'our' means Mappazzo Limited;
'Services' means the websites, applications and associated products provided by Mappazzo Limited including but not limited to those applications and websites branded as Mappazzo, Trakk and Trakk Assets;
'You' means you or, if you are acting on behalf of another person or entity, both you and the other person or entity on whose behalf you are acting;
'Subscription Term' means the period of time for which your account has been granted access to one or more of the Services which we provide.
3. ACCESS TO SERVICES
You and any additional Users that you nominate may access and use the Services for your business purposes or personal use, as applicable, subject to these Terms and for the duration and limits of any applicable Subscription which you have paid for. This includes the right to download and use the client software associated with the Services. These rights granted to you are non-exclusive, non-sublicensable and non-transferable.
During the Subscription term which you have paid for, we will provide Support for the Services in accordance with our Support Policy, and the applicable Order.
Unless we expressly state otherwise, your rights to access the Services do not include:
Publicly performing or publicly displaying the Services;
Modifying or otherwise making any derivative uses of the Services or any portion thereof;
Using any data mining, robots or similar data gathering or extraction methods;
Use of the Services for the benefit of any third party;
Interfering with or otherwise circumventing mechanisms in the Services or Underlying Systems which intended to limit your use;
Downloading (other than page caching) of any portion of the Services or any information contained therein;
Reverse engineering or accessing the Services in order to build a competitive product or service; or
Using the Services other than for its intended purposes.
If you do any of the above actions, we may terminate your use of the Services.
4. YOUR OBLIGATIONS
When you create an account or use another service to log in to our Services, you agree to maintain the security of your password and accept all risks of unauthorized access to any data or other information you provide to the Services.
If you discover or suspect any security breaches relating to one of our Services, please let us know as soon as possible. You must provide true, current and complete information in your dealings with us (including when setting up an account), and must promptly update that information as required so that the information remains true, current and complete.
If you are given a User ID, you must keep your User ID secure and:
not permit any other person to use your User ID, including not disclosing or providing it to any other person; and
immediately notify us if you become aware of any disclosure or unauthorised use of your User ID, by sending an email to info@mappazzo.com
You must:
not act in a way, or use or introduce anything (including any virus, worm, Trojan horse, timebomb, keystroke logger, spyware or other similar feature) that in any way compromises, or may compromise, the Services or any Underlying System, or otherwise attempt to damage or interfere with the Services or any Underlying System; and
unless with our agreement, access the Services via standard web browsers only and not by any other method. Other methods include scraping, deep-linking, harvesting, data mining, use of a robot or spider, automation, or any similar data gathering, extraction or monitoring method.
Our Services allow you and other users to post, link and otherwise create or make available content. You are responsible for the content that you make available to the Services, including its legality, reliability, and appropriateness.
You may not post, link and otherwise make available on or through the Services any of the following:
Content that is libelous, defamatory, bigoted, fraudulent or deceptive;
Content that is illegal or unlawful, that would otherwise create liability;
Content that may infringe or violate any patent, trademark, trade secret, copyright, right of privacy, right of publicity or other intellectual or other right of any party;
Mass or repeated promotions, political campaigning or commercial messages directed at other users (SPAM);
Private information of any third party (e.g., addresses, phone numbers, email addresses, Social Security numbers and credit card numbers); and
Viruses, corrupted data or other harmful, disruptive or destructive files or code.
Also, you agree that you will not do any of the following in connection with the Services or other users:
Use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Services or that could damage, disable, overburden or impair the functioning of the Services;
Impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity;
Collect any personal information about other users, or intimidate, threaten, stalk or otherwise harass other users of the Services;
Create an account or post any content if you are not over 13 years of age years of age; and
Circumvent or attempt to circumvent any filtering, security measures, rate limits or other features designed to protect the Services, users of the Services, or third parties.
You indemnify us against all Loss we suffer or incur as a direct or indirect result of your failure to comply with these Terms, including any failure of a person who accesses and uses our Services by using your User ID.
5. ADMINISTRATION OF ACCOUNTS AND USERS
Our Services require each person to have an individual User account and agree to these Terms before they can become associated with teams or organizations.
Through settings contained within the Services, you are able to specify other Users as Administrators of your account, who will have important rights and controls over the use of Services. This may include making Orders for additional Services (which may incur fees); setting User usage permissions; and managing access to your data by other Users.
Administrators may also change your company contact details and remove other Administrators, in effect taking full control and management of the account. Without limiting the clauses above (YOUR OBLIGATIONS), which fully applies to Administrators, you are responsible for whom you allow to become Administrators and any actions they take, including as described above.
You agree that our responsibilities do not extend to the internal management or administration of the Services for you.
You are responsible for understanding the settings and controls for each Services you use and for controlling which Users you allow to access your team or organisation.
If payment is required for other users to use or access a Services associated with your account, then we are only required to provide the Service to those Users for whom you have paid the applicable fees, and only such Users are permitted to access and use those Services.
Some Services allow you to designate different types of User access, in which case pricing and functionality may vary according to the type of User access.
You are responsible for the activities of all Users who have been given access to Services associated with your account, including Orders they may place and how Users use your data, even if those Users are not from your organization or domain.
6.0 SERVICES AND FEES
6.1 SERVICE PLANS
Free services: Access to some Services is provided free of charge. No billing will be issued and no payment is required for free services. Some paid services may be offered as a free service for a limited 'trial period' after which time access will be revoked unless an Order has been made and paid for in full.
Paid service plans: All paid Services are offered on a Subscription Term (monthly, biannual or annual) for a specific Service Plan. Details of the Service Plan including limits and inclusions will be detailed on the Order and agreed prior to payment. Details of the Service Plan may be varied from time to time in accordance with clause 9 below.
Limits: You may increase specific limits of your Service Plan, or otherwise increase your use of Services by placing a new Order or modifying an existing Order. Unless otherwise specified in the applicable Order, we will charge you for any increased use at our then-current rates, prorated for the remainder of the then-current Subscription Term.
Renewals: Except as otherwise specified in your Order, unless you or we cancel your subscription on or before 7 days prior to expiration of a current Subscription Term your subscription will automatically renew for another period equal to your previous Subscription Term. You will provide any notice of non-renewal through the means we designate, which may include changing account settings in the Service or by contacting our support team. Cancelling your subscription means that you will not be charged for the next billing cycle, but you will not receive any refunds or credits for amounts that have already been charged. All renewals are subject to the applicable Service Plan continuing to be offered and will be charged at the then-current rates. Failure to make payment of an invoice issued for renewal will result in suspension of the associated Service 24 hours after the expiration of the previous Subscription Term.
Payment: You will pay all fees in accordance with each Order, by the due dates and in the currency specified in the Order. If a purchase order number is required in order for an invoice to be paid, then you must provide the purchase order number to Mappazzo Limited by emailing the purchase order number to accounts@mappazzo.com. Other than as expressly set out in these Terms all amounts paid are non-refundable, non-cancelable and non-creditable. You agree that we may bill your credit card or other payment method for renewals, additional users, overages to set limits or scopes of use, expenses, and unpaid fees, as applicable.
6.1 SETUP, TRAINING AND DEVELOPMENT
The scope and cost of any setup, training, integration or custom development will be agreed on a case-by-case basis.
We will provide a service proposal that outlines the scope of the work to be completed and remuneration for that work. Once you provide email confirmation or purchase order indicating your acceptance for our proposal then You and Mappazzo Limited (together the Parties) agree to be bound by the provision of the following terms.
This agreement will replace all or any oral agreement previously reached between the Parties.
We shall perform the Services as described in the proposal.
The Parties agree that where all, or any of, the Services are acquired for the purposes of a business the provisions of the Consumer Guarantees Act 1993 are excluded in relation to those Services.
In providing the Services We shall exercise the degree of skill, care and diligence normally expected of a competent professional.
You shall provide to Us, free of cost, as soon as practicable following any request for information, all information in your power to obtain which may relate to the Services.
We shall not, without Your prior consent, use information provided by You for purposes unrelated to the Services.
In providing the information to Us, You shall ensure compliance with the Copyright Act 1994 and shall identify any proprietary rights that any other person may have in any information provided.
You may order variations to the Services in writing or may request Us to submit proposals for variation to the Services.
Where We consider a direction from You or any other circumstance is a Variation, then We shall notify You as soon as practicable. You may suspend all or part of the Services by giving Us notice, and We shall immediately make arrangements to stop the Services and minimise further expenditure.
Either Party may (in the event the other Party is in material default) terminate the Agreement by notice to the other Party. Suspension or termination shall not prejudice or affect the accrued rights or claims and liabilities of the Parties.
You shall pay Us for the Services the fees and expenses at the times and in the manner set out in the proposal.
Where this Agreement has been entered by an agent (or a person purporting to act as agent) on behalf of the Client, the agent and Client shall be jointly and severally liable for payment of all fees and expenses due to Us under this Agreement.
All amounts payable by You shall be paid within twenty (20) working days of the relevant invoice being mailed to You.
Late payment shall constitute a default, and You shall pay default interest on overdue amounts from the date payment falls due to the date of payment at the rate of Our overdraft rate plus 2% and in addition the costs of any actions taken by Us to recover the debt.
Where Services are carried out on a time charge basis, We may purchase such incidental goods and/or Services as are reasonably required for Us to perform the Services.
The cost of obtaining such incidental goods and/or Services shall be payable by You.
We shall maintain records which clearly identify time and expenses incurred.
Where We breach this Agreement, We are liable to You for reasonably foreseeable claims, damages, liabilities, losses or expenses caused directly by the breach.
We shall not be liable to You under this Agreement for Your indirect, consequential or special loss, or loss of profit, however arising, whether under contract, in tort or otherwise.
The maximum aggregate amount payable, whether in contract, tort or otherwise, in relation to claims, damages, liabilities, losses or expenses, shall be five times the fee (exclusive of GST and disbursements) with a maximum limit of $NZ500,000.
Without limiting any defences a Party may have under the Limitation Act 2010, neither Party shall be considered liable for any loss or damage resulting from any occurrence unless a claim is formally made on a Party within 6 years from completion of the Services.
We shall take out and maintain for the duration of the Services a policy of Professional Indemnity insurance for the amount of liability under clause11.
We undertake to use all reasonable endeavors to maintain a similar policy of insurance for six years after the completion of the Services.
If either Party is found liable to the other (whether in contract, tort or otherwise), and the claiming Party and/or a Third Party has contributed to the loss or damage, the liable Party shall only be liable to the proportional extent of its own contribution.
Both Parties will be aware of, and comply with, any relevant obligations imposed on them under the Health and Safety at Work Act 2015 (the “Act”).
We have not and will not assume any duty imposed on You from time to time pursuant to the Act arising out of this engagement.
The Parties shall attempt in good faith to settle any dispute by mediation.
This Agreement is governed by the New Zealand law, the New Zealand courts have jurisdiction in respect of this Agreement, and all amounts are payable in New Zealand dollars.
7. DELIVERY AND RETURNS
Delivery:
We will deliver any login instructions and configure the Services to allow access from your account or through other reasonable means no later than 24 hours after we have received payment of the applicable fees. You are responsible for accessing your account to determine that we have received payment and that your Order has been processed. All deliveries under these Terms will be electronic.
Returns:
As part of our commitment to customer satisfaction and without limiting the 'DISCLAIMERS' in these Terms, you may terminate your initial Order of a Service under these Terms, for no reason or any reason, by providing notice of termination to us no later than thirty (30) days after the Order date for those Services. In the event you terminate your initial Order, at your request, we will refund you the amount paid under such Order. This termination and refund right applies only to your initial Order of the Service and only if you exercise your termination right within the period specified above. You understand that we may change this practice in the future by making changes to these Terms.
8. DATA STORAGE AND MANAGEMENT
Storage:
Unless otherwise agreed, your data will be housed in the Google Cloud Sydney (australia-southeast1) data center through a service provided to us by Google New Zealand Limited. This data storage arrangement allows us to maximise performance and security of your data in a cost efficient manner. In this default case, data is stored in Australia and therefore may be subject to Australian laws and associated controls and limits of the Australian government.
Security:
Mappazzo will implement and maintain technical and organisational measures to protect your data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access. The security measures include measures to encrypt personal data; to help ensure ongoing confidentiality, integrity, availability and of services; to help restore timely access to personal data following an incident; and for regular testing of effectiveness. More information about security measures we employ can be provided upon request by emailing us at info@mappazzo.com
Retention:
Following the termination of access to our Services, your data will be preserved for six (6) months (the "Retention Period") and can be made available to you within a commercially reasonable timeframe. After the Retention Period the Customer Data will be permanently deleted from our servers and shall be irrecoverable. You hereby agree that Mappazzo shall have no obligation to retain your data after the Retention Period. If you purchase a new License for the same Service prior to the end of the Retention Period, your data shall remain available.
9. CHANGES TO THE SERVICES
Changes to service:
You acknowledge that the Services are subscription products, and that in order to provide improved customer experience we may make changes to the Services or vary specific limits or features available in subscription plans. Further, we may discontinue or reconfigure any portion or feature of any Service for any reason at any time without liability to you.
If at any time you believe that changes we have made to the Services mean that they are no longer fit for your purposes then you may terminate your affected Orders and request refund for any fees you have paid for the terminated portion of the Subscription term.
In order to seek refund by this clause you will email us with details about the features which have changed and a clear statement about how the changes have made the Service unsuitable for your purposes.
Refund of fees paid under this clause is at our discretion after reviewing the details and statements provided by you.
Services discontinued:
Mappazzo Ltd will notify you at least 6 months before discontinuing any Service or significant functionality unless it is replaced with a similar Service or equivalent functionality. Further, Mappazzo will notify Administrators of your account at least 6 months before significantly modifying a Customer-facing API unless that modification is backwards-compatible.
Nothing in this clause limits Mappazzo's ability to make changes required to comply with applicable law, address a material security risk, or avoid a substantial economic or material technical burden.
10. SUSPENSION AND TERMINATION
We may change, suspend, discontinue, or restrict access to, our Services without notice or liability. Without prejudice to any other right or remedy available to us, if we consider that you have breached these Terms or we otherwise consider it appropriate, we may immediately, and without notice, suspend or terminate your access to the Services (or any part of them). On suspension or termination, you must immediately cease using the Services and must not attempt to gain further access. In the case that we suspend, discontinue, or restrict access to a Paid Service we will refund you any fees you have paid for the terminated portion of the applicable Subscription Term.
11. HYPERLINKS AND THIRD PARTY CONTENT
You may create a hyperlink to the Services. But, you may not use, frame or utilize framing techniques to enclose any of our trademarks, logos or other proprietary information without our express written consent.
Mappazzo Limited makes no claim or representation regarding, and accepts no responsibility for third party websites accessible by hyperlink from the Services or websites linking to the Services. When you leave the Services, you should be aware that these Terms and our policies no longer govern.
Content on the Services that is created by users is not reviewed, verified or authenticated by Mappazzo Limited, and it may include inaccuracies or false information.
We make no representations, warranties, or guarantees relating to the quality, suitability, truth, accuracy or completeness of any content contained in the Services. You acknowledge sole responsibility for and assume all risk arising from your use of or reliance on any content.
12. THIRD PARTY SERVICES
We may provide you with links to third party websites or services that we do not own or control. Your use of the Services may also include the use of applications that are developed or owned by a third party. Your use of such third party applications, websites, and services is governed by that party's own terms of service or privacy policies.
We encourage you to read the terms and conditions and privacy policy of any third party application, website or service that you visit or use.
13. INTELLECTUAL PROPERTY
We (and our licensors) own all proprietary and intellectual property rights in the Services (including all information, data, text, graphics, artwork, photographs, logos, icons, sound recordings, videos and look and feel), and the Underlying Systems.
When you provide us with any feedback, comments or suggestions you irrevocably assign to us all of your right, title and interest in and to your feedback, comments and suggestions.
Intellectual property prepared or created by Us in carrying out the Development or Integration Services (“New Intellectual Property”) shall be jointly owned by both Parties. Both Parties, each hereby grant to the other an unrestricted royalty-free license in perpetuity to copy or use New intellectual Property.
Intellectual property owned by a Party prior to the commencement of this Agreement and intellectual property created by a Party independently of this Agreement remains the property of that Party.
The ownership of data and factual information collected by Us and paid for by You shall, after payment by You, lie with You. We do not warrant the suitability of New Intellectual Property for any purpose other than the Services or any other use stated in the Agreement.
When you post, link or otherwise make available content to the Services, you grant us the right and license to use, reproduce, modify, publicly perform, publicly display and distribute your content on or through the Services. We may format your content for display throughout the Services, but we will not edit or revise the substance of your content itself.
Aside from our limited right to your content, you retain all of your rights to the content you post, link and otherwise make available on or through the Services.
You can remove the content that you posted by deleting it. Once you delete your content, it will not appear on the Services, but copies of your deleted content may remain in our system or backups for some period of time.
We will retain inactive data and web server access logs for a maximum of 10 years and then delete them.
14. DISCLAIMERS
The Services and any other content included on or otherwise made available to you through the Services are provided to you on an as is or as available basis without any representations or warranties of any kind.
We disclaim any and all warranties and representations (express or implied, oral or written) with respect to the Services and content included on or otherwise made available to you through use of the Services whether alleged to arise by operation of law, by reason of custom or usage in the trade, by course of dealing or otherwise.
To the extent permitted by law, we and our licensors have no liability or responsibility to you or any other person for any Loss in connection with:
The Services being unavailable (in whole or in part) or performing slowly;
Any error in, or omission from, any information made available through the Services;
Any exposure to viruses or other forms of interference which may damage your computer system or expose you to fraud when you access or use the Services. To avoid doubt, you are responsible for ensuring the process by which you access and use the Services protects you from this;
Theft, destruction, unauthorised access to, alteration of, or use of records including personal data; and/or
Any site linked from our Services. Any link on the Services to other sites does not imply any endorsement, approval or recommendation of, or responsibility for, those sites or their contents, operations, products or operators.
We make no representation or warranty that the Services are appropriate or available for use in all countries or that the content satisfies the laws of all countries. You are responsible for ensuring that your access to and use of the Services is not illegal or prohibited, and for your own compliance with applicable local laws.
15. LIABILITY
To the maximum extent permitted by law: you access and use the Services at your own risk; and we are not liable or responsible to you or any other person for any Loss under or in connection with these Terms, the Services, or your access and use of (or inability to access or use) the Services.
This exclusion applies regardless of whether our liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise Except to the extent permitted by law, nothing in these Terms has the effect of contracting out of the New Zealand Consumer Guarantees Act 1993 or any other consumer protection law that cannot be excluded.
To the extent our liability cannot be excluded but can be limited, our liability is limited to the amount you paid to Mappazzo Limited for provision of the Services during the previous Subscription Term.
To the maximum extent permitted by law and only to the extent clauses above do not apply, our total liability to you under or in connection with these Terms, or in connection with the Services, or your access and use of (or inability to access or use) the Services, must not exceed NZD100.
You agree to defend, indemnify and hold us harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys' fees, costs, penalties, interest and disbursements) we incur in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party relating to your use of the Services or the use of the Services by any person using your account, including any claim that your use of the Service violates any applicable law or regulation, or the rights of any third party, and/or your violation of these Terms.
16. PRIVACY POLICY
You are not required to provide personal information to us, although in some cases if you choose not to do so then we will be unable to provide certain Services to you.
For example, we may need to have your contact information in an Order to provide you with updates from our Services or to announce changes to these Terms.
Our Privacy Policy describes how we will collect, use, share and protect any personal information in relation to the Services we provide.
17. GENERAL
If we need to contact you, we may do so by email or by posting a notice on the Services.
You agree that this satisfies all legal requirements in relation to written communications.
These Terms, and any dispute relating to these Terms or the Services, are 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 in relation to any dispute connected with these Terms or the Services.
For us to waive a right under these Terms, the waiver must be in writing.
Clauses which, by their nature, are intended to survive termination of these Terms, continue in force.
If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If a modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.
These Terms constitute the entire agreement between you and Mappazzo Limited regarding the use of the Services and supersede and cancel anything discussed, exchanged or agreed prior to you agreeing to these Terms.
The parties have not relied on any representation, warranty or agreement relating to the Services that is not expressly set out in the Terms, and no such representation, warranty or agreement has any effect from the date you agreed to these Terms.
QUESTIONS AND COMMENTS
Please let us know what you think of the Services and these Terms.
You may direct questions or comments about the Service or these Terms to us at the email address info@mappazzo.com
MAPPAZZO LIMITED
PO Box 1595
Nelson, 7040 New Zealand