Terms & Conditions | commonledger

Terms and conditions

Last updated: November 2019

1. Terms

These Terms are binding on any use of the services made available by Common Ledger Limited (“Common Ledger”) via www.commonledger.com or any other site operated by Common Ledger (“Website“)(“Service”). They apply to any person who registers to use the Service, including any entity on whose behalf that person registers to use the Service (“Subscriber”)(“you”) from the time that Common Ledger provides you with access.

It is your obligation to ensure that you have read, understood and agree to the most recent terms available on the Website.

By registering to use the Service you acknowledge that you have read and understood these Terms and have authority to act on behalf of any person for whom you are using the Service. You also agree to these Terms on behalf of any entity for whom you use the Service.

2. Amendments

Changes The Service will evolve over time based on user feedback. These Terms are not intended to answer every question or address every issue raised by the use of the Service. Common Ledger reserves the right to change these terms at any time, effective upon the posting of modified terms. Common Ledger will communicate these changes to you via email or notification on the Website.

3. Use of software

Common Ledger grants you the right to access and use the Service. This right is non- exclusive, non-transferable, and subject to these Terms of Use (“Agreement”). You acknowledge and agree that:

the Subscriber determines who is the person or entity that uses the Service with the authorisation of the Subscriber (“Invited User”) and what level of user role access that Invited User has
the Subscriber is responsible for all Invited Users’ use of the Service
the Subscriber controls each Invited User’s level of access to the relevant organisation and Service at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access

4. Your obligations

Payment obligations All Services are charged in advance on a monthly basis and are non- refundable. User accounts can be paid by credit card or invoice. An invoice for the monthly fee (excluding any taxes and duties) payable by you in accordance with the fee schedule on the Website (“Access Fee”) will be issued each month starting from the date you added your first organisation to your Common Ledger account.

Invoices All invoices will include the Access Fee for the advance month of use. Common Ledger will continue invoicing you monthly until this Agreement is terminated. All invoices will be sent to you, or to a billing contact whose details are provided by you. You must pay all amounts specified in any invoice by the due date for payment, which is within 10 days of the invoice date.

Preferential pricing or discounts You may be offered preferential pricing, credits or discounts for the Access Fees as a result of the number of organisations that you have added to the Service or that have been added with your authority or as a result of your use of the Service. Eligibility is conditional on your acceptance of responsibility for payment of any Access Fees in relation to all of your organisations. Common Ledger reserves the right to render invoices for the full Access Fees due or suspend or terminate your use of the Service in respect of any or all of your organisations if invoices for those Access Fees are not paid in full by the due date.

General obligations You must only use the Service and Website for your own lawful business purposes, in accordance with these Terms and any notice sent by Common Ledger or condition posted on the Website. You may use the Service and Website on behalf of others or to provide services to others but if you do so you must ensure that you are authorised to do so and that all persons for whom or to whom services are provided accept and comply with all terms of this Agreement that apply to you.

Access conditions You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Common Ledger of any unauthorised use of your passwords or any other breach of security. You must take all other actions that Common Ledger reasonably deems necessary to maintain or enhance the security of the Common Ledger systems and networks and your access to the Services.

Conditions As a condition of these Terms, when accessing and using the Services, you must:

not attempt to undermine the security or integrity of Common Ledger or a third party host’s systems of networks
not use, or misuse, the Services or other systems in any way which may impair the functionality of the Services or Website, or impair the ability of any other user
not attempt to gain unauthorised access to any materials
not transmit, or input into the Website any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or data inputted by you or with your authority into the Website in violation of any law
not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is necessary for normal operation

Usage limitations Use of the Service may be subject to limitations, which will be advised.

Communication conditions As a condition of these Terms, if you use any communication tools available through the Website you agree only to use them for lawful and legitimate purposes. Not for posting or disseminating any material unrelated to the use of the Services.

Permission and removal When you make any communication on the Website, you represent that you are permitted to do so. Common Ledger is under no obligation to ensure that the communications on the Website are legitimate or related only to the use of the Services. Common Ledger reserves the right to remove any communication at any time in its sole discretion.

Indemnity You indemnify Common Ledger against: all claims, costs, damage and loss arising from your breach of any of these Terms or any obligation you may have to Common Ledger.

5. Intellectual property

Title to, and any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered (“Intellectual Property Rights”) in the Services, the Website and any documentation relating to the Services remain the property of Common Ledger.

6. Data

Data You own all data inputted by you or with your authority into the Website (“Data”). Title to, and all Intellectual Property Rights in, the Data remain your property. However, your access to the Data is contingent on full payment of the Access Fee where applicable and when due. You grant Common Ledger a licence to use, copy, transmit, store, and back-up your information and Data for the purposes of enabling you to access and use the Services and for any other purpose related to provision of services to you.

Backup of Data You must maintain copies of all Data inputted into the Service. Common Ledger follows best practice policies and procedures to prevent data loss but does not make any guarantees that there will be no loss of Data. Common Ledger expressly excludes liability for any loss of Data.

Third-party applications and your Data If you enable third-party applications for use in conjunction with the Services, you acknowledge that Common Ledger may allow the providers of those third-party applications to access your Data to allow interoperation of those third-party applications with the Services. Common Ledger shall not be responsible for any disclosure, modification or deletion of your Data from any access by third-party application providers.

7. Confidentiality

“Confidential Information” includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.

Consent Unless the relevant party has the prior written consent of the other or unless required to do so by law, each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.

Survival Each party’s obligations under this clause will survive termination of these Terms. The above provisions shall not apply to any information which: is or becomes public knowledge other than by a breach of this clause; is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or is independently developed without access to the Confidential Information.

8. Warranties

Authority You warrant that where you have registered to use the Service on behalf of another person, you have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service you bind the person on whose behalf you act to the performance of any and all obligations that you become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.

No warranties Common Ledger gives no warranty or implied warranty about the Services. Common Ledger does not warrant that the Services will meet your requirements or will be suitable for any particular purpose.

9. Acknowledgements

You acknowledge that:

You are authorised to use the Services and the Website and to access the information and Data that you input into the Website, including any information or Data input into the Website by any person you have authorised to use the Service. You are also authorised to access the processed information and Data that is made available to you through your use of the Website and the Services (whether that information and Data is your own or that of anyone else).

Common Ledger has no responsibility to any person other than you and nothing in this Agreement confers, or purports to confer, a benefit on any person other than you. If you use the Services or access the Website on behalf of or for the benefit of anyone other than yourself you agree that: (a) you are responsible for ensuring that you have the right to do so; (b) you are responsible for authorising any person who is given access to information or Data; (c) you agree that Common Ledger has no obligation to provide any person access to such information or Data without your authorisation and may refer any requests for information to you to address; and (d) you will indemnify Common Ledger against any claims or loss relating to:

Common Ledger’s refusal to provide any person access to your information or Data in accordance with these Terms
Common Ledger’s making available information or Data to any person with your authorisation
the provision of, access to, and use of, the Services is on an “as is” basis and at your own risk

Interference Common Ledger does not warrant that the use of the Service will be uninterrupted or error free. The operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may interfere with or prevent access to the Services. Common Ledger is not responsible for any such interference or prevention of your access or use of the Services.

Suitability It is your sole responsibility to determine that the Services meet the needs of your business and are suitable for the purposes you use them for.

Consumer guarantees You warrant and represent that you are acquiring the right to access and use the Services for the purposes of a business and that any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms of Use.

Tax and accounting laws You remain solely responsible for complying with all applicable accounting, tax and other laws. It is your responsibility to check that storage of and access to your Data via the System and the Website will comply with laws applicable to you.

10. Limitation of liability

Exclusion To the maximum extent permitted by law, Common Ledger excludes all liability and responsibility to you (or any other person) in contract, tort (including negligence), or otherwise, for any loss or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.

Loss and damage If you suffer loss or damage as a result of Common Ledger’s negligence or failure to comply with these Terms, any claim by you against Common Ledger arising from Common Ledger’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to your total Access Fees for the previous 12 months.

Right to terminate If you are not satisfied with the Service, your sole and exclusive remedy is to terminate these Terms.

11. Termination

No-fault termination These Terms will continue for the period covered by the Access Fee paid or payable. At the end of each billing period these Terms will continue for another period of the same duration as that period, provided you continue to pay the prescribed Access Fee when due, unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period. If you terminate these Terms you shall be liable to pay all relevant Access Fees pro-rata for each day of the then current period up to and including the day of termination of these Terms.

12. Breach

If you breach any of these Terms and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied; breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach or any payment of Access Fees that are more than 30 days overdue); or you or your

business become insolvent or your business goes into liquidation or has a receiver or manager appointed of any of its assets or if you become insolvent, or make any arrangement with your creditors, or become subject to any similar insolvency event in any jurisdiction, Common Ledger may at its sole discretion: terminate this Agreement and your use of the Services and the Website; suspend for any definite or indefinite period of time, your use of the Services and the Website; suspend or terminate access to all or any Data.

On termination at your request Common Ledger will provide an export of your Data in a common file format (the likely file format is CSV but would be determined by Common Ledger at the time of your request). An export of your Data in a different file format, or with modified data tables or anything else that creates time or cost will be provided solely at Common Ledger’s discretion and at your expense.

Access Fees Common Ledger can terminate access to your user account, the System and your Data; any unpaid Access Fees become immediately due for payment; and Ledger is not obligated to refund any prepaid Access Fees in whole or part but may do so at its sole discretion.

Suspension and termination If payment of any invoice for Access Fees due in relation to any of your billing Contacts, billing plans or any of your organisations is not made in full by the relevant due date, Common Ledger may: suspend or terminate your use of the Service, the authority for all or any of your organisations to use the Service, or your rights of access to all or any Data.

Accrued rights Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement you will: remain liable for any accrued charges and amounts which become due for payment before or after termination; and immediately cease to use the Services and the Website.

13. Support

Technical problems In the case of technical problems you must make all reasonable efforts to investigate and diagnose problems before contacting Common Ledger. If you still need technical help, please check the support provided online by Common Ledger on the Website or failing that email support@commonledger.com.

Service availability while Common Ledger intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place. If for any reason Common Ledger has to interrupt the Services for longer periods than normal, Common Ledger will use reasonable endeavours to publish advance details of such activity on the Website.

14. General

Entire agreement These Terms, together with the Common Ledger Privacy Policy and the terms of any other notices or instructions given to You under these Terms of Use, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings. They constitute the entire agreement between you and Common Ledger relating to the Services and other matters dealt with in these Terms.

Waiver If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

Delays Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay the Service Fee.

No assignment You may not assign or transfer any rights to any other person without Common Ledger’s prior written consent.

15. Notices

Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Common Ledger must be sent to hello@commonledger.com or to any other email address notified by email to you by Common Ledger. Notices to you will be sent to the email address which you provided when setting up your access to the Service.

16. Governing law and jurisdiction

These Terms shall be governed by New Zealand law, and all Users submit to the exclusive jurisdiction of the New Zealand courts for any matter or dispute arising in relation to these Terms.