mypage limited - terms of use 

Effective 15 August 2021

  1. APPLICATION OF TERMS 

    1. These Terms apply to your use of the Service (as that term is defined below). By accessing and using the Service:  

      1. you agree to these Terms; and 

      2. where your access and use is on behalf of another person (e.g. a company), you confirm that you are a Permitted User (as that term is defined below). 

    2. If you do not agree to these Terms, you are not authorised to access and use the Service, and you must immediately stop doing so. 

  2. CHANGES 

    1. We may change these Terms at any time by notifying you of the change by email or by posting a notice on the Website. Unless stated otherwise, any change takes effect from the date set out in the notice. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use the Service from the date on which the Terms are changed, you agree to be bound by the changed Terms. 

  3. INTERPRETATION 

    1. In these Terms: 

Account means your account registered with mypage.

mypage Software means the software owned by us (and our licensors) that is used to provide the Service.  

Data means all data, content, and information (including Personal Information) owned, held, used or created by you or on your behalf that is stored using, or inputted into, the Service. 

Fees means the fees applicable to your Subscription as set out on our pricing page on the Website or as agreed otherwise in writing between you and us, as may be updated from time to time in accordance with clause 6.3. 

Fee Payment Date means:

  1. in relation to a Monthly Subscription, the Start Date and each date which is one calendar month after the Start Date; or

  2. in relation to an Annual Subscription, the Start Date and the beginning of each Year thereafter.

Force Majeure means an event that is beyond the reasonable control of a party, excluding: 

  1. an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or 

  2. a lack of funds for any reason. 

including and similar words do not imply any limit. 

Intellectual Property Rights includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property. 

Objectionable includes being objectionable, offensive, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way. 

Payment Information means the information you provide to our third-party payment provider for the purposes of making payment of the Fees.

a party includes that party’s permitted assigns. 

Permitted Users means your personnel who are authorised to access and use the Service on your behalf in accordance with clause 5.4 (if any).

a person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity. 

Personal Information means information about an identifiable, living person. 

Service means the service having the core functionality described on the Website, as the Website is updated from time to time. 

Start Date means the date that you first access or use the Service.   

Subscription means either (as applicable):

  1. a monthly subscription to the Service which automatically renews each calendar month (Monthly Subscription); or

  1. a yearly subscription to the Service which automatically renews each Year (Annual Subscription).

Terms means these terms titled terms of use. 

Unauthorised Person means a person who is not you or a Permitted User.

Underlying Systems means the MyPage Software, IT solutions, systems and networks (including software and hardware) used to provide the Service, including any third party solutions, systems and networks. 

User Limit means the maximum number of Permitted Users allowed under your Subscription.

we, us or our means MyPage Limited (NZCN: 8130542)

Website means the internet site at www.mypage.co.nz, or such other site notified to you by us. 

Year means a 12-month period starting on the Start Date or the anniversary of that date. 

you or your means you or, if clause 1.1.2 applies, both you and the Permitted User(s). 

Words in the singular include the plural and vice versa. 

A reference to a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them. 

  1. PROVISION OF THE SERVICE 

    1. We will use reasonable efforts to provide the Service in accordance with these Terms and will exercise reasonable care, skill and diligence in doing so. 

    2. Our provision of the Service to you is non-exclusive. Nothing in these Terms prevents us from providing the Service to any other person. 

    3. It is possible that on occasion the Service may be unavailable to permit maintenance or other development activity to take place. We will use reasonable efforts to publish on the Website and/or notify you by email advance details of any unavailability.  

    4. Through the use of web services and APIs, the Service interoperates with a range of third party service features. We do not make any warranty or representation on the availability of those features. Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make available that feature to you. To avoid doubt, if we exercise our right to cease the availability of a third party feature, you are not entitled to any refund, discount or other compensation.

    5. We make no guarantees that the Service will be available on a 24/7 basis and that provision of the Service will be uninterrupted, error-free or virus-free. We accept no liability to you in respect of any outage or fault in the Service. 

  2. YOUR OBLIGATIONS 

    1. When creating your Account, you must not choose a username which is misleading as to the owner of the Account, infringes on another party’s Intellectual Property Rights, or is Objectionable. If we, in our sole discretion, determine that your username breaches this clause 5.1 then we may change it or terminate your Account.

    2. You and your Permitted Users must: 

      1. use the Service in accordance with these Terms solely for: 

        1. your own business purposes; and

        2. lawful purposes,

      2. not resell or make available the Service to any third party, or otherwise commercially exploit the Service;

      3. provide true, correct and complete information in your dealings with us, and must promptly update such information as required so that the information remains true, current and complete; and

      4. always keep your login details secure and notify us immediately of any known or suspected unauthorised use of your Account and keep us updated on any action taken by you in respect of such an incident. 

    3. When accessing the Service, you and your Permitted Users must: 

      1. not impersonate another person or misrepresent authorisation to act on behalf of others or us; 

      2. not allow an Unauthorised Person to impersonate you or Permitted Users;

      3. not attempt to undermine the security or integrity of the Underlying Systems;  

      4. not use, or misuse, the Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Service; 

      5. neither use the Service in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading (as determined by us in our sole discretion). 

    4. No individual other than a Permitted User may access or use the Service. You may authorise any member of your organisation to be a Permitted User (up to your User Limit), in which case you must provide us with the Permitted User’s name and other information that we reasonably require in relation to the Permitted User. You must procure each Permitted User’s compliance with these terms and any other reasonable condition notified by us to you.

    5. A breach of any of these Terms by a Permitted User is deemed to be a breach of these Terms by you. To avoid doubt, in the event an Unauthorised Person accesses the Service, you will be liable for their actions and any resulting breaches or liability arising under these Terms.

    6. You are responsible for procuring all licences, authorisations and consents required for you and your Permitted Users to use the Service, including to use, store and input Data into, and process and distribute Data through, the Service.  

  3. FEES 

    1. You must pay us the Fees on each Fee Payment Date.   

    2. You will be automatically charged the Fees using the Payment Information you provide to us (or one of our third-party service providers) when creating your Account.

    3. We may increase the Fees by giving at least 30 days’ notice with such increase taking effect on the next Fee Payment Date. If you do not wish to pay the increased Fees, you may terminate your Subscription before the next Fee Payment Date. If you do not terminate your Subscription before the next Fee Payment Date, you are deemed to have accepted the increased Fees. 

  4. INTELLECTUAL PROPERTY  

    1. We own, or have obtained the right to use, all Intellectual Property Rights in the Service, including all content and software code underlying the Service, and any improvements, enhancements, modifications or adaptations to the Service. 

    2. You agree that you will not, in any manner or by any means, reverse engineer, resell, adapt, reproduce, copy, store, distribute, print, display, publish or create derivate works from any part of the Service, or attempt to commercialise, copy or sell any information or matters derived from the Service.

    3. You retain all, and we do not claim any, Intellectual Property Rights in the material you upload to the Service, or otherwise provide as part of using the Service. 

    4. By uploading material to the Service, you acknowledge that other people can view it and you agree that we may store and display it on the Platform. We may remove content that we consider in our sole discretion to be Objectionable.

    5. All comments, feedback, suggestion, ideas and other submissions disclosed, submitted, or offered to us by you or any other person (Feedback) shall be (and shall remain) owned by us. We will be free to use, without restriction and without compensation to you or any other person, any ideas, concepts, know-how, suggestions, or techniques contained in any Feedback for any purpose whatsoever.

  5. PRIVACY

    1. We will collect certain information about you as a result of your use of the Service. We may use this data (along with third parties) to provide the Service to you.

    2. Details of how we use, store, and share your data are outlined in our Privacy Policy found at www.mypage.co.nz

  6. WARRANTIES 

    1. To the maximum extent permitted by law:

      1. any warranties given by us are expressly limited to those specified in these Terms, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise are expressly excluded; and

      2. we make no representation concerning the availability or quality of the Service and do not promise that the Service will:

        1. be available on a 24/7 basis;

        2. meet your requirements or be suitable for a particular purpose; or

        3. be secure, free of viruses or other harmful code, uninterrupted or error free.

  7. LIABILITY 

    1. You will be liable to us for, and indemnify us against, any damage suffered by us resulting from your improper use of the Service or breach of these Terms.

    2. We assume no liability for the availability, functionality or suitability of the Service, and, despite any other term of these Terms:

      1. we will not be liable under these Terms for any direct or indirect loss of profit, revenue, savings, business, use, data, and/or goodwill, or any consequential, indirect, incidental or special damage or loss of any kind; and 

      2. to the extent that we do incur any liability under these Terms or otherwise in providing the Service, our liability to you shall not exceed, in aggregate, the amount of Fees paid by you for the Service in the 12 months leading up to such incursion of liability. 

    3. We shall have no liability whatsoever to you, or any other person, in respect of any incorrect or inaccurate information displayed by you on the Service. 

    4. Neither party will be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations under these Terms or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under these Terms, or by the negligence or misconduct of the other party or its personnel. 

    5. Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with these Terms or the Service. 

  8. TERM, TERMINATION AND SUSPENSION 

    1. Unless terminated under this clause 11, these Terms and your right to access and use the Service: 

      1. starts on the Start Date; and 

      2. continues until your Account is deleted. 

    2. Either party may, by notice to the other party, immediately terminate your Account if the other party: 

      1. breaches any material provision of these Terms and the breach is not: 

        1. remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach; or 

        2. capable of being remedied; or 

      2. becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason. 

    3. You may terminate these Terms and your right to access and use the Service in accordance with clause 6.3. 

    4. Termination of these Terms does not affect either party’s rights and obligations that accrued before that termination. 

    5. On termination of these Terms, you must pay all Fees for the provision of the Service prior to that termination (if any). 

    6. No compensation is payable by us to you as a result of termination of these Terms for whatever reason, and you will not be entitled to a refund of any Fees that you have already paid.    

    7. Without limiting any other right or remedy available to us, we may restrict or suspend your access to and use of the Service and/or delete, edit or remove the relevant Data if we consider that you or any of your Permitted Users have: 

      1. undermined, or attempted to undermine, the security or integrity of the Service or any Underlying Systems; 

      2. used, or attempted to use, the Service: 

        1. for improper purposes; or 

        2. in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Service;  

      3. transmitted, inputted or stored any Data that breaches or may breach these Terms or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be Objectionable, incorrect or misleading; or 

      4. otherwise materially breached these Terms. 

  9. GENERAL  

    1. Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure. 

    2. No person other than you and us has any right to a benefit under, or to enforce, these Terms. 

    3. For us to waive a right under these Terms, that waiver must be in writing and signed by us. 

    4. If we need to contact you, we may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to written communications. You may give notice to us under or in connection with these Terms by emailing support@mypage.co.nz

    5. These Terms, and any dispute relating to these Terms or the Service, 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 Service. 

    6. Clauses which, by their nature, are intended to survive termination of these Terms, including clauses 7, 10, 11.4 to 11.6 and 12.5, continue in force.    

    7. 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 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. 

    8. Subject to clauses 2.1 and 6.3, any variation to these Terms must be in writing and signed by both parties. 

    9. These Terms set out everything agreed by the parties relating to the Service, and supersede and cancel anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the Service that is not expressly set out in these Terms, and no such representation, warranty or agreement has any effect from the Start Date.

    10. You may not assign, novate, subcontract or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld. You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer.