This Agreement (as defined below) is entered into by and between Flipview Limited, New Zealand Company Number 6802714 with offices at Auckland, New Zealand (“FlipView”, “we”, “us”, “our”) and the person agreeing to these terms or the person on whose behalf you are agreeing to this Agreement (“Customer”, “you”, “your”).
This Agreement is effective and legally binding as of the date you tick the checkbox online to accept the Agreement or, if applicable, the date the Agreement is signed by the last party to sign (the “Effective Date”). If you are accepting this Agreement on behalf of another person, such as your employer or a company, you represent and warrant that:
you have full legal authority to bind that other person to this Agreement;
you have read and understood this Agreement; and
you agree, on behalf of the person that you represent, to this Agreement. If you don’t agree to this Agreement or do not have the legal authority to bind the other person, please do not tick the checkbox to accept these Agreement (or, if applicable, do not sign this Agreement).
This Agreement governs Customer’s access to and use of the Services.
Services: The “Service(s)” comprise the SaaS Service described below and the support services described below.
The SaaS Service provided by FlipView enables the Customer to allocate surveys and questionnaires to “Survey Participants” and dashboard reporting functionality to “End Users”. Once the Survey Participants complete their allocated surveys and questionnaires, the SaaS Service generates a dashboard with associated reporting for the End Users to review. FlipView reserves the right to add new features, bug fixes and enhancements to the SaaS Service from time to time by making it available on the Site, and any new feature, enhancement, addition, change or upgrade to the current SaaS Service shall be subject to this Agreement. FlipView may, from time to time, retire old features of the Service. If after any upgrade, you prefer a retired feature, FlipView may, in its sole discretion and without any obligation to do so, agree to provide the retired feature to you. You agree to ensure that your use of the Service does not violate any applicable law, including any applicable law against spamming. Customer must ensure no one uses the Site or the Services in any other manner or to violate any intellectual property rights of FlipView or third parties and shall use the Services in accordance with all applicable laws, including intellectual property laws, and any directions given by FlipView from time to time.
FlipView’s provision of the Service to you is non-exclusive. Nothing in this Agreement prevents FlipView from providing the Service to any other person.
Support services: You can contact FlipView at any time during support hours to request support with any aspect of your use of the SaaS Service (“support services”). FlipView will use reasonable commercial endeavours to resolve your support request within a reasonable time. FlipView’s support hours are Monday to Friday (excluding New Zealand national public holidays) between 9am to 5pm NZST.
Fees and invoicing: Your access to use the Services is granted on a subscription basis in accordance with the Pricing Schedule. You acknowledge your access to the Services may be terminated or suspended, without prejudice to FlipView’s other rights and remedies, if invoices are not paid by the due date FlipView reserves the right to adjust the fee structure from time to time. If FlipView chooses to modify the fee structure, FlipView will provide the Customer written notice (which may be by email) at least thirty days prior to the start of the following Services Term
You must pay FlipView the Fees.
We will provide you with valid GST tax invoices on a monthly basis prior to the due date for payment.
The Fees exclude Taxes including GST, which you must pay on taxable supplies.
You must pay the Fees:
in accordance with the payment terms set out on the Order Page; and
electronically in cleared funds without any set-off or deduction.
Term: This Agreement will commence on the Effective Date and continue until terminated in accordance with its terms. FlipView will continue to bill the Fees to the Customer until this Agreement is terminated in accordance with its terms. The minimum term for use of FlipView is 12 months, and unless notified otherwise, your contract for services will renew automatically on your anniversary date.
Privacy and Data Security: FlipView is committed to protecting the privacy and confidential information of both you and your personnel. Any information you or your personnel provide to FlipView will be used only as described in the Privacy Policy.
Publicity:The Customer agrees that FlipView may include the Customer’s name or Brand Features in a list of FlipView’s customers, online or in promotional materials. The Customer also agrees that FlipView may verbally reference the Customer as a customer of the Services.
User accounts and security: For your ease of use, when you begin to use the Services, the Administrator will be able to create your own user account and allocate surveys to Survey Participants. You are solely responsible for any and all activity that occurs within your account for the Services including the content of all surveys and reports sent through the Service from your account. Also, you are solely responsible for maintaining the confidentiality and security of your account and password. You may change your password at any time by following the instructions provided on the Site. If you learn of any unauthorized use or any breach of security in your account, user names or passwords, you must notify FlipView immediately. Additional information on data security and privacy can be found in the Privacy Policy.
Licensed Rights: FlipView grants you a limited, non-exclusive, non-transferable, revocable license to:
access and use the Service for your own lawful, internal business purposes
compose, send, read, print, save as well as forward electronic content and messages; and
modify, alter, and copy Reports for the Customer’s own internal business purposes, and solely in accordance with this Agreement.
You and your personnel, including Survey Participants and End Users, must not resell or make available the Service to any third party or otherwise commercially exploit the Services.
When accessing the Service, you and your personnel must:
not impersonate another person or misrepresent authorisation to act on behalf of others or us;
correctly identify the sender of all electronic transmissions;
not attempt to undermine the security or integrity of the Underlying Systems;
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;
not attempt to view, access or copy any material or data other than:
that which you are authorised to access; and
to the extent necessary for you to use the Service in accordance with this Agreement; and
neither use the Service in a manner, nor transmit, input or store any Customer Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading.
You must not modify, copy, distribute, transmit, display, perform, reproduce, publish, sub-license, or transfer any portion of the Surveys or the Reports.
A breach of any of this Agreement by your personnel (including, to avoid doubt, a Permitted User) is deemed to be a breach of this Agreement by you.
You are responsible for procuring all licences, authorisations and consents required for you and your personnel to use the Service, including to use, store and input Customer Data into, and process and distribute Customer Data through, the Service.
Reliance: The information presented in the Dashboard and the Reports is an aggregation of data that you have provided. This data is not independently verified or audited by FlipView. It is your responsibility to ensure that all information provided to FlipView by you or on your behalf (including by any of your directors, officers, employees, contractors and agents) is in all respects accurate, complete and not misleading (whether by omission or otherwise). FlipView does not accept responsibility for the accuracy or completeness of such information, including the Customer Data.
Your responsibilities: You will ensure that the collection, retention and dissemination of information in connection with the Services complies with the Privacy Act 1993 and with any other legal requirements governing the collection and use of information, including personal information as defined in the Privacy Act 1993.
Disclosure: The Dashboard and the Reports are designed for the End Users only (or others to whom you grant access to the Dashboard). You must not disclose any Report or other information provided as part of the Services to any other person without our prior written consent. In addition, and without limiting the other provisions of this Agreement, you must not use or disclose FlipView’s name or the output of the Services including the Dashboard and Reports in connection with any prospectus, information memorandum or other offer or marketing document, whether public or private.
Warranties: FlipView represents and warrants that the Services will be provided in a workmanlike manner that conforms to applicable industry standards. Except for the warranty above, FlipView expressly disclaims and excludes all other express or implied representations, warranties and guarantees, including any warranties of merchantability, fitness for a particular purpose, non-infringement and quiet enjoyment. You acknowledge and understand that FlipView is dependent on certain third parties and on matters outside its control when delivering the Services. FlipView makes no warranty that the Services will be uninterrupted, timely, secure, virus-free, error-free, free from black-o