Terms and Conditions

These Terms and Conditions set out the agreement between ZData and any users of the Application or the Site and ZData only makes the Application and Site available on the terms set out in this Agreement. This includes specific terms relating to the agreement between ZData and the Customer in respect of the use of the Application. Information about ZData’s handling of Information can be found in our Privacy Policy.

If you are a Customer, by registering to use the service, ZData agrees to provide you with access to the Application and you agree to only use the Application in accordance with the terms and conditions set out below in Part One and Part Two.

If you are a user of the Site who has not registered to use the Application, you must comply with all the obligations under this Agreement as if you were a Customer, but ZData shall be under no obligation to comply with any of its obligations to Customers in respect of you. If you do not agree to these terms, you must leave the Site immediately. Your continued use of the Site constitutes your acceptance to this Agreement on this basis.

ZData may change or amend these Terms and Conditions at any time by posting an amended or updated version on the Site. If the Customer does not accept the amended or updated Terms and Conditions it may terminate these Terms and Conditions by notice in writing to ZData. If the Customer does not give notice of termination, then the Customer shall be deemed to have accepted the amended or updated Terms and Conditions.

1. Definitions

The following definitions apply to this entire Agreement, including the text above.

"Agreement" means these Terms and Conditions.

"Customer" means an entity which has registered and been approved by ZData (in its discretion) to use the Application and includes any person that uses the Application through that entity’s account or with the authorisation of that person or entity.

“ Customer Data” means all information uploaded onto the Application by the Customer including Client Data.

“Client” means a client of the Customer who has registered to use the Application.

“ Client Data” means all information uploaded onto the Application by the Customer in respect of clients of the Customer.

"ZTRADER" means ZTRADER cloud workshop management system developed by ZData Limited.

"ZData" means ZData Limited.

"Fee" means the fees (excluding any taxes and duties) payable monthly by the Customer in accordance with invoice issued by ZData to the Customer for the month.

“Intellectual Property” means any and all intellectual and industrial property rights throughout the world including but not limited to rights in respect of, or in connection with: copyright (including future copyright and rights in the nature of, or analogous to, copyright); trade marks; inventions (including patents); any confidential information; service marks; designs; and whether or not existing now and whether or not registered or registrable and includes any right to apply for the registration of such rights and includes all renewals and extensions.

“Personal Information” means information about an identifiable individual including, but not limited to: (a) personal details (including name and email addresses); 
 (b) login information (including passwords); and 
 (c) information relating to an individual’s access to the Site (which may include IP addresses if they identify an individual).

"Site" means the internet website operated by ZData Limited at the following urls: https://ZTRADER.zdata.co.nz, including the public areas of the website available to any user without logging in to the Application. "Application" means the information management service made available (as may be changed or updated from time to time by ZData) via the Site that the Customer has subscribed.

“User” means anyone who accesses, views or uses the Application on the Site, including Customers and others.

Part One: Customer

2. Use of Application

1. Right to Use: ZData grants the Customer the right to access and use the Application via the Site. This right is non-exclusive, non- transferable, and limited by and subject to this Agreement.

3. The Customer’s Obligations

Payment obligations: The Customer must pay ZData the Fee in advance each month. ZData will generate an electronic invoice in respect of the Fee each month and email this to the address provided by the Customer. The Customer shall pay the invoice within 7 days of the date of invoice or before the first day of the month to which the invoice relates, whichever is earlier (“Due Date”).

4. Failure to pay: If the Customer fails to pay any invoice by the Due Date, then ZData may suspend the Customer’s access to the Application.

5. General obligations: The Customer must only use the Application for its internal purposes.


6. Acceptable use: The Customer shall not (and shall ensure that none of its staff) use the Application for any illegal purpose or activities, or for the transmission or storage of material which is unlawful, defamatory, harassing, invasive of any individual’s privacy, abusive, harmful, threatening, vulgar, pornographic, obscene, otherwise objectionable, or offends religious sentiments, promotes racism, or contains viruses or that which may infringe the Intellectual Property of any third party. ZData reserves the right to suspend or terminate the Customer’s access to the Application if there are reasonable grounds to believe that the Customer has been engaged in any unlawful or unauthorised activity. 


7. Access conditions: The Customer must ensure that all usernames and passwords required to access the Application are kept secure and confidential. The Customer must immediately notify ZData of any unauthorised use of its passwords or any other breach of security.

8. Need to know: The Customer shall ensure that it restricts access to the Client Data through the Application to those of its staff who have a genuine “need to know” the Client Data for the purposes set out in clause 3.3.

9. Contacting client via the Application: The Customer may choose to use the Application to send out bulk emails. ZData takes no responsibility for such emails.

10. Use for other purposes: The Customer may make screenshots of the Application available to third parties for marketing purposes provided that:

1. ZData has given its prior written consent to each proposed use; and

2. The screenshots do not include any Personal Information about any user of the Application.

4. Confidentiality

1. Confidentiality of Client Data: ZData will use reasonable endeavours to keep all Client Data held on the Application confidential and not to disclose the Client Data to any person except:

2. to staff members of the Customer;

3. to service providers working with ZData on the operation and ongoing development of the Application and the Site, provided that such disclosure is necessary and such persons are under equivalent obligations of confidentiality as contained in this clause 4 with respect to Client Data;

4. in the course of a purchase or acquisition of the business or assets of ZData, provided that such disclosure is necessary and such persons are under equivalent obligations of confidentiality as contained in this clause 4 with respect to Client Data; or

5. where required by law or any Court, or in response to a legitimate request by a law enforcement agency.

5. Intellectual Property

1. The Application and the Site: All Intellectual Property rights in the Application and the Site and any other materials relating to the Application or the Site shall be owned by ZData and/or its licensors (if any).

2. The Customer Data: All Intellectual Property in the Customer Data shall be owned by the Customer. ZData acknowledges it has no Intellectual Property rights in the Client Data. The Customer grants ZData an assignable royalty free worldwide non-exclusive sub-licensable licence to copy, make adaptations from, distribute, archive, communicate and otherwise disseminate the Customer Data for the duration of this Agreement and thereafter until the Customer has removed or deleted all Customer Data from the Application, only for the purpose of operating, developing and improving the Application and the Site and complying with this Agreement but not otherwise. ZData will not display any Customer Data in the public areas of the Site, or include any Customer Data in any promotional or marketing materials.

6. Indemnity

1. Customer Indemnity: The Customer indemnifies ZData against any liability, claims, costs, and losses arising from any actual or alleged claim that ZData’s storage, use or disclosure of any of the information uploaded to the Application by the Customer:

1. infringes a third party’s Intellectual Property rights or privacy rights;

2. is defamatory, objectionable, obscene or harassing;

3. is unlawful in any way; or

4. is otherwise in breach of this Agreement.

8. Warranties and Acknowledgements

1. Warranties:

(i) ZData makes no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the service or any content.

(ii) ZData do not represent or warrant that (a) the use of the service will be Secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (b) the service will meet your requirements or expectations, (c) any stored data will be accurate or reliable, (d) errors or
defects will be corrected or (e) the service or the server(s) that make the service available are free of viruses or other harmful components;

(iii) the service and ail content is provided to you strictly on
an "as is" basis; and (iv) all conditions representations and warranties, whether express. Implied, statutory or otherwise, Including, without limitation, any Implied warranty of merchantability, fitness for a particular purpose or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by ZData.

2. Information stored on Application: The Customer warrants that it has all rights and has obtained all permissions necessary to disclose the information it places on the Application to ZData and for ZData to use such information in accordance with this Agreement. 


8. Termination

1. Term: This Agreement will continue for the period covered by the Fee paid by the Customer. The Customer or ZData may terminate this Agreement for convenience in writing, provided that the Customer shall not be entitled to any refund of Fees if it terminates this Agreement prior to the end of a month for which it has already paid Fees. 


2.Breach: ZData may terminate this Agreement and the Customer’s access to the Application and/or the Site (or suspend Customer’s access) if the Customer:

1. breaches this Agreement (including, without limitation, by not paying the Fee) and, if the breach is capable of being remedied, does not remedy the breach within 14 days of receiving notice of the breach;

2. becomes insolvent or goes into liquidation or has a receiver or manager appointed of any of its assets or if it makes any arrangement with its creditors, or become subject to any similar insolvency event in any jurisdiction.

9. Privacy

1. ZData is agent: The Customer agrees that in collecting, holding and processing Personal Information in respect of the Application, ZData is acting as an agent on behalf of the Customer for the purposes of the Privacy Act 1993. ZData shall hold and process the Customer Data in accordance with the Customer’s instructions and this Agreement. To the extent that it applies to ZData as an agent of the Customer, ZData shall comply with the Privacy Act 1993 in respect of the Customer Data. If the Client has any complaints or questions about the handling of its Personal Information or the Personal Information of its child, or would like to exercise its rights of access or correction, it will contact the Customer directly.

10. Emails

1. Customer consent: The Customer agrees to receive regular emails from ZData with updates and information about the Application as well as information and offers about other products and services. Customer may choose to opt out of receiving emails with information and offers about other products and services at any time by emailing ZData.

11. Client Data

1. Consent: ZData requires the Customer to obtain the Client’s consent to use any Client Data in respect of the Client. The Client acknowledges that once that consent has been obtained it may be difficult to subsequently remove all information from the Application in relation to them. 


2. Deletion or removal: If the Client has any concerns about any Client Data on the Application, it shall contact the Customer directly to request the deletion, amendment or removal of such information.

Part Two: Users

The obligations in this Part Two apply to Customers and any other users, each being a “User” in the provisions below.

16. Restrictions on Use

1. No person may use or attempt to use the Application unless they have registered with and been approved by ZData (in its discretion) as a Customer.

2. Specific restrictions: When accessing and using the Application, the User must:

1. not attempt to undermine the security or integrity of ZData's computing systems or networks or, where the Application is hosted by a third party, that third party's computing systems and networks;

2. not use, or misuse, the Application in any way which may impair the functionality of the Application or Site, or other systems used to deliver the Application or impair the ability of any other user to use the Application or Site;

3. not attempt to gain unauthorised access to any materials other than those to which the User has been given express permission to access or to the computer system on which the Application are hosted;

4. not transmit, or input into the Site, any: files that may damage any other person's computing devices or software, content that may be offensive, or material or data in violation of any law (including data or other material protected by copyright or trade secrets which the User does not have the right to use); and

5. not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Application or to operate the Site except as is strictly necessary to use either of them for normal operation.

17. Warranties

1. No warranties: ZData gives no warranty in respect of the Application, which is provided “as is”. Without limiting the foregoing, ZData does not warrant that the Application will meet the Customer’s requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.

18. Termination

1. Accrued Rights: Termination of this Agreement is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination.

19. Availability

1. Application availability: Whilst ZData intends that the Application should be available during all normal business hours, it is possible that on occasions the Application or Site may be unavailable to permit maintenance or other development activity to take place. 


2. Interruptions: If for any reason ZData has to interrupt the Application for longer periods than ZData would normally expect, ZData will use reasonable endeavours to publish in advance details of such activity on the Site.

21. Indemnity

1. User Indemnity: If anyone brings a claim against ZData in connection with the User’s actions, content or information on the Application, the User will indemnify and hold harmless ZData against all damages, losses and expenses of any kind, including reasonable legal costs and fees arising out of such claim. For the purposes of this clause 21 “User” excludes Customers.

22. Limitation of Liability

1. Total limit: The total liability of ZData for any loss arising in connection with this Agreement or the Application will not in any circumstances exceed the total Fee paid to ZData under this Agreement in the last 12 months.

2. Excluded loss: ZData will not in any circumstances be liable for any of the following in respect of this Agreement or the Application, however they arise, and even if the event was foreseeable or the possibility had been brought to the attention of ZData:

1. loss of profit;

2. loss of use;

3. loss of data;

4. loss of opportunity;

5. loss of revenue;

6. loss of contracts; or

7. loss of business. 


3. Indirect loss and loss caused by another: In addition, ZData will not be liable for any consequential indirect or special damage or loss of any kind; or any loss caused by the User, its servants, agents or any other persons whatsoever.

23. General

1. Rights of third parties: No person other than a party to this Agreement has any right to a benefit under this Agreement or shall have any right to enforce this Agreement. 


2. Waiver: All of ZData’s rights will remain in full force despite any delay in enforcement. ZData will not be deemed to have waived any right unless that waiver is in writing and signed by a duly authorised officer of ZData. Any waiver will apply only to the particular matter in respect of which it is given.


3. Assignment: The User shall not assign or purport to assign (whether in whole or in part) their interest in this Agreement without the prior written consent of ZData. ZData may assign its rights and obligations under this Agreement at any time, provided it gives the Customer 20 days’ notice of such assignment. 


4. Entire agreement: ZData and the User agree that these terms express the complete agreement between them. There has been no representation made by either party to the other except as expressly set out in this document. There is no inconsistency with the terms of any order that may be lodged by the User. If there is any inconsistency then any such order will be of no effect. This Agreement will not be subject to change or modification except with the prior written consent of both parties.

5. Non-merger: None of the terms or conditions of this Agreement, or any act, matter or thing done under or by virtue of this Agreement or any other agreement, instrument or document, or judgment or order of any court or judicial proceeding relating to this Agreement, will operate as a merger of any of the rights and remedies of the parties under this Agreement, and those rights and remedies will at all times continue in force.


6. Notices: Any notice to be given pursuant to the terms of this Agreement shall be in writing addressed to the party to whom it is given and left at or sent by e-mail or pre-paid airmail post to the address of such party as it may from time to time notify to the other and shall be deemed to be served on the day so left or transmitted by e-mail or on the 5th day after it is so posted.


7. Severability: If any provision of this Agreement is, or becomes, unenforceable, illegal or invalid for any reason, this Agreement will remain in full force apart from such provision which will be deemed deleted.


8. Governing Law and Jurisdiction: This Agreement will be governed by, and construed in accordance with, the laws of New Zealand. The parties irrevocably submit(s) to the non-exclusive jurisdiction of the courts of New Zealand with respect to any legal action, suit or proceeding or any other matter arising out of or in connection with this Agreement. Each party irrevocably waives any objection it may now or in the future have to the venue of any proceedings, and any claim it may now or in the future have that any proceedings have been bought in an inconvenient forum, where that venue falls within this clause.

9. Rights of Third Parties: A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.