Terms & Conditions of Service.

PLEASE READ THESE LIVEREM TERMS AND CONDITIONS OF SERVICE CAREFULLY.

These Conditions set out the terms and conditions upon which we, LiveRem Limited, make available the Service.

These Conditions prevail over any additional or inconsistent terms and conditions that may be specified by the Subscriber or any User, and no variation to these Conditions will be binding on us, unless specifically accepted by us in writing.

1. DEFINITIONS

1.1 For the purposes of these Conditions, the following terms have the following meanings:

Conditions means these LiveRem Terms and Conditions of Service;

Content means the information and content available via the Service;

Intellectual Property Rights means all industrial and intellectual property rights (including applications for such rights) whether conferred by statute, at common law or in equity, including, but not limited to all copyrights and similar rights that may subsist in works or other subject matter, rights in relation to inventions (including all patents and patent applications), rights in relation to trade secrets and confidential information, rights in relation to designs (whether or not registrable), rights in relation to registered and unregistered trade marks and business names, rights in relation to circuit layouts, and other rights as defined by Article 2 of the Convention of July 1967 establishing the World Intellectual Property Organisation as may exist anywhere in the world;

Permitted Purpose means:

(a) using and accessing the Service for the Subscriber’s internal business purposes relating to the recruitment and retention of the Subscriber’s employees and other personnel; and

(b) such other purposes as may be approved by us in writing from time to time;

Prohibited Purpose means using or accessing the Service for any of the following purposes:

(a) providing remuneration or payroll services to organisations or businesses other than the Subscriber;

(b) providing remuneration or payroll data to organisations or businesses other than the Subscriber; or

(c) compiling or extracting the Content for the purpose of making such information available to others (whether as a directory or otherwise) with a view to a profit or for a fee or other consideration, unless such purposes have been approved by us in writing;

Service means the LiveRem subscription service provided by us (as may be modified, enhanced, developed or improved from time to time) and accessible via www.liverem.com, www.liverem.co.nz and the LiveRem mobile app, or via such other websites or apps as we may determine from time to time;

Subscriber means the person, company or other organisation that has registered as a subscriber to the Service;

Subscriber Data means any payroll, personnel or remuneration data made available to us from the Subscriber’s payroll or HR systems via a data interface pursuant to clause 5;

Subscriber Content means:

(a) the Subscriber Data; and

(b) any reports or other information uploaded to the Service by any User;

Subscription Fees means the subscription fees for the provision of the Service as specified in the Schedule to these Conditions, or as otherwise agreed between us and the Subscriber in writing, as may be increased from time to time pursuant to clause 9.4;

Subscription Period means the subscription period subscribed, either monthly or annually.

User means an individual who is authorised by the Subscriber to access and use the Service on the Subscriber’s behalf. The only persons entitled to be Users on behalf of a Subscriber are:

(a) that Subscriber’s officers, employees and personnel; or

(b) such other persons that we authorise in writing to be Users on behalf of that Subscriber; and

We or our or us means LiveRem Limited, a New Zealand company (8739432).

2. LICENCE TO USE THE SERVICE

2.1 We grant to the Subscriber a licence to access and use the Service solely for the Permitted Purpose. This licence is non-exclusive, non-transferable and non-sublicensable.

2.2 Without limiting clause 2.1, the Subscriber must not access or use the Service for any Prohibited Purpose.

3. USERS

3.1 The Subscriber will access and use the Service via its Users. When the Subscriber first registers for the Service it will assign administrator rights to one or more Users. Those Users with administrator rights will have the ability to add additional Users using the administrative features available to them via the Service.

3.2 Users may only access or use the Service for the Permitted Purpose. Any accessing or use of the Service by any User for any purpose other than the Permitted Purpose is expressly prohibited and will be regarded as a breach of these Conditions by the Subscriber.

3.3 The Subscriber’s subscription may include limits on the number of Users who may register to use and access the Service, or other restrictions on who may be a User. We may also impose restrictions on what particular types of Users may do, and what information they may access, when they use the Service. The administrative features available to those Users with administrator rights may also allow them to impose limits on the sorts of information other Users can access within the Service.

3.4 It is the Subscriber’s responsibility to ensure that every person registered as a User remains entitled to be a User. If any such person ceases to be entitled to be a User, the Subscriber must immediately revoke that person’s access to the Service, either by using the administrative features available via the Service, or by notifying us in writing requesting such revocation.

3.5 Each User must create a user name and password when they register as a User. Each User is responsible for keeping their user name and password secret and secure. A User must not permit any other person to use their login information. The Subscriber must notify us immediately in the event of any unauthorised use of a User’s login information, and in such event we may take such actions as we deem reasonably necessary in order to maintain or enhance the security of the Service, including by temporarily suspending the Subscriber’s subscription or any User’s access to the Service or resetting any or all User passwords.

3.6 The Subscriber will be responsible to us for all acts or omissions of its Users when they access or use the Service, as if they were the acts or omissions of the Subscriber.

4. ACCESSING THE SERVICE

4.1 Users will not be able to access or use the Service if the Subscriber does not maintain a paid subscription to the Service with us.

4.2 To use the Service, Users will need compatible devices and operating systems, and internet access. It is the Subscriber’s responsibility to ensure that its software, hardware and systems are able to operate with the Service, and meet any minimum specifications that may be notified by us to the Subscriber from time to time. Please note that these minimum specifications may change over time as we make further changes and improvements to the Service, and it is the Subscriber’s responsibility to ensure that its software, hardware and systems maintain compatibility with the Service.

5. CONNECTION BETWEEN SUBSCRIBER SYSTEMS AND OUR SYSTEMS

5.1 The Service utilises the payroll data of its subscribers to provide users with access to real time information about remuneration levels and trends. This data is made available to users on a fully anonymised basis, so that no person or organisation is able to be identified from the data made available to those users.

5.2 Accordingly, the Subscriber will be required during the Service registration process to connect its payroll and/or HR systems to our systems using our data interface, to maintain such connection during the term of the Subscriber’s subscription, and to follow the protocols and procedures notified by us to the Subscriber for the establishment and maintenance of such connection.

5.3 If the connection between the Subscriber’s payroll and HR systems and our systems lapses or is blocked for any reason other than due to a failure in our own systems, we may suspend the Subscriber’s access to the Service, and we may cancel the Subscriber’s subscription with immediate effect if we are not satisfied that such connection lapse or block will be rectified in a timely manner. We may also cancel the Subscriber’s subscription with immediate effect if the Subscriber’s payroll and HR systems cease to be compatible with our data interface.

5.4 Any connection lapse or block resulting from any planned outages, such as for maintenance to the Subscriber’s systems, will not be regarded as a breach of these Conditions, so long as such outages are temporary and have been notified to us in advance wherever reasonably possible.

5.5 The Subscriber acknowledges and understands that the Service is not compatible with all payroll and HR systems, and that it may not be possible to connect our systems to the Subscriber’s systems using a data interface. The Subscriber will be asked during the Service registration process to confirm whether its payroll and HR systems are hosted on one of the third-party platforms that we are able to connect to via our data interface (as listed by us during the Service registration process). If the Subscriber’s payroll and HR systems are not compatible, the Subscriber will not be able to use and access the Service.

6. PROHIBITIONS ON USE

6.1 Users must not do any of the following things:

(a) use or access the Service for a Prohibited Purpose, or for any purpose other than the Permitted Purpose;

(b) use the Service for the transmission of illegal or offensive material, or in any fraudulent or unlawful manner;

(c) use the Service for the transmission of material that contains software viruses or any other disabling or damaging programs;

(d) use the Service in any way that would violate any Intellectual Property Rights of any third party;

(e) damage, disable, interfere with or harm the Service, or any network or system underlying or connected to the Service, in any way whatsoever;

(f) modify, adapt, translate, reverse engineer or decompile any part of the Service, or any software comprising or underlying the Service, or in any manner attempt to derive the source code of any such software;

(g) use any robot, spider, site search/retrieval application, or other device or technological process to retrieve or index any portion of the Service, except as expressly authorised by us in writing; or

(h) encourage, assist or direct any other person to do any of the things set out in paragraphs (a) to (g) above.

If any User does any of these things, the Subscriber will be responsible to us for any losses, damages, costs or expenses incurred or suffered by us as a result.

6.2 The Service and its Content are provided to the Subscriber and its Users for the Permitted Purpose. No person other than the Subscriber and its Users is entitled to rely on any Content accessed by any User.

7. OUR RIGHTS IN THE SERVICE AND CONTENT

7.1 The Subscriber acknowledges that:

(a) the Service is of significant commercial value to us and our licensors;

(b) legal and beneficial ownership of:

(i) the Service;

(ii) the Content;

(iii) all Intellectual Property Rights in or to the Service or the Content,

will vest with us or our third-party licensors; and

(c) except as expressly stated in these Conditions, no right or licence is granted to the Subscriber or its Users in relation to the Service or any Content.

7.2 Neither the Subscriber nor its Users may do any of the following:

(a) download, print or copy any of the Content from the Service, except to the extent reasonably necessary for the Permitted Purpose. The Subscriber and its Users may only use any Content downloaded or printed for so long as the Subscriber remains a subscriber to the Service; or

(b) use any proprietary trade mark of us or our licensors in a manner that is reasonably considered by us or our licensors to be a misuse or appropriation of that trade mark.

7.3 Nothing in clauses 7.1 or 7.2 will:

(a) give us any rights or interests in any Subscriber Content, other than to the extent necessary to provide the Service, and any such rights or interests will remain with the Subscriber; or

(b) limit the Subscriber’s right to use, copy or otherwise exploit its Subscriber Content in any way that it may see fit.

8. SERVICE AVAILABILITY

8.1 We will use reasonable endeavours to keep the Service operational 24 hours a day, seven days a week. However, no warranty or representation is given that the Service will be uninterrupted or error-free.

8.2 Any bugs, errors, defects or unexplained outages within the Service that a User becomes aware of should be reported to us by email to our dedicated helpdesk at help@liverem.com. No warranty or representation is given by us that any bugs, errors, defects or unexplained outages within the Service will be responded to or resolved within any particular time period, or that any resolution to a particular issue will be possible or practical from a technical or business administrative perspective.

8.3 The Subscriber acknowledges that:

(a) the operation and availability of the systems and networks used by the Subscriber and its Users to access the Service, such as computer systems and the Internet, may be unpredictable and prevent use of or access to the Service; and

(b) there may be occasions where some or all of the Service is unavailable, for example to permit maintenance, or due to unexpected or uncontrollable outages. We will use reasonable endeavours to notify the Subscriber or its Users in advance of any significant planned service outages.

9. SUBSCRIPTION FEES AND PAYMENT TERMS

9.1 In consideration for the grant of licence under clause 2.1 and the provision of the Service to Users on behalf of the Subscriber, the Subscriber agrees to pay the Subscription Fees.

9.2 Unless agreed by us in writing:

(a) all Subscription Fees are payable annually in advance; and

(b) we will not activate the Subscriber’s subscription to the Service until we have confirmed that the applicable Subscription Fees have been paid.

9.3 We may offer different Service subscription types, or make additional optional features available on the Service. If the Subscriber wishes to change its subscription type or take on any such additional optional features, additional Subscription Fees may become payable. We will notify the Subscriber of the applicable additional Subscription Fees if the Subscriber makes such a change or wishes to take on such additional features. No refund of Subscription Fees will be made if the Subscriber elects to change to a less expensive subscription type.

9.4 The Subscription Fees will be fixed for the Subscription Period. We may change the amount of Subscription Fees payable for subsequent Subscription Periods upon giving the Subscriber at least 30 days’ prior written notice. The Subscriber may avoid paying the changed Subscription Fees by cancelling its subscription prior to the expiry of that notice period.

9.5 Please note that we are not required to refund to the Subscriber any Subscription Fees paid by the Subscriber if the Subscriber changes its mind about the Service, or if the Subscriber decides that it no longer needs the Service.

9.6 All Subscription Fees:

(a) are exclusive of all goods and services taxes, sales taxes or value added taxes which, where applicable, will be payable by the Subscriber in addition; and

(b) will be paid by the Subscriber in New Zealand dollars.

9.7 We may use third-party payment platform providers to process and collect the Subscription Fees due from the Subscriber. Those third-party payment platform providers may have their own policies and procedures that the Subscriber must adhere to. We are not responsible for the acts or omissions of any third-party payment platform provider, as we have no control over their business operations or practices.

10. DATA SECURITY AND PRIVACY

10.1 In the course of providing the Service we may collect, use, disclose, and hold personal information and other data about identifiable individuals, as well as other data about the Subscriber and its business affairs, employees and Users. This information will be used, disclosed and held by us in accordance with our Privacy Policy.

10.2 The Subscriber acknowledges that it has read our Privacy Policy and accepts its terms and conditions. The Subscriber acknowledges that our Privacy Policy may be amended or reviewed from time to time and that the continued use of the Service by the Subscriber or its Users after notification of such amendments or revisions will constitute acceptance of those amendments or revisions.

10.3 If any User provides us with any personal information about any third party, then the Subscriber warrants to us that all necessary consents and authorisations have been obtained from that third party to enable us to collect, use, disclose and hold such personal information in accordance with our Privacy Policy.

11. WARRANTIES AND LIABILITY

11.1 We warrant and represent to the Subscriber that:

(a) we are entitled to provide the Service subject to the terms of these Conditions; and

(b) to the best of our knowledge, the use and accessing of the Service by the Subscriber and its Users will not infringe the Intellectual Property Rights of any third party, provided that no such warranty or representation is given to the extent that any such infringement arises as a result of Subscriber Content or a breach of these Conditions by the Subscriber.

11.2 The Subscriber warrants and represent to us that our collection, copying and use of the Subscriber Content in connection with the Service in the manner permitted under these Conditions will not infringe the copyright or other Intellectual Property Rights of any third party.

11.3 The Subscriber agrees to defend, indemnify and hold harmless us and our service providers, and the subsidiaries, affiliates, directors, officers, employees and agents of us and our service providers (Indemnitees) against any and all claims, liabilities, losses, damages, costs and expenses that may arise as a result of:

(a) any breach by the Subscriber of any of these Conditions;

(b) any misuse of the Service by the Subscriber or any User; or

11.4 The Subscriber acknowledges that:

(a) the Service makes the Content available for the purposes of assisting users and subscribers with making decisions about remuneration, payroll and HR matters, but we are not responsible for the consequences of those decisions. The Service is just one of many places where information about remuneration, payroll and HR matters can be sourced, and such decisions should not be made in sole reliance on the Content;

(b) we are not responsible for any loss or corruption of any data or other information contained within or created using the Service. The Subscriber is responsible for ensuring its own backup of any data accessed from the Service;

(c) in entering into these Conditions, the Subscriber does not rely on any representation, warranty, term or condition that is not expressly provided in these Conditions; and

(d) all conditions, warranties or other terms implied by statute or common law are excluded from these Conditions, to the fullest extent permitted by law.

11.5 Without limiting the scope of clause 11.4 we do not give any warranty, representation or undertaking:

(a) about the efficacy or usefulness of the Service, or about any fitness for a particular purpose or merchantability;

(b) that the Service will be free from bugs, defects, errors or outages; or

11.6 Without limiting clauses 11.4 or 11.5, our maximum liability to the Subscriber (whether in contract, tort, negligence or in any other way) arising out of any and all claims under these Conditions or relating to the Service, will not in any circumstances exceed in aggregate the total Subscription Fees paid by the Subscriber in the Subscription Period before the date such liability first arose.

11.7 In no event will we be liable (whether in contract, tort, negligence or in any other way) to the Subscriber for:

(a) loss of revenue or profit, loss of anticipated savings, loss of goodwill or opportunity, loss of production, loss or corruption of data or wasted management or staff time; or

(b) loss, damage, cost or expense of any kind whatsoever that is indirect, consequential, or of a special nature, arising directly or indirectly from the Service or these Conditions, even if we had been advised of the possibility of such loss, damage, cost or expense, and even if such loss, damage, cost or expense was reasonably foreseeable by us.

11.8 Where the Subscriber has acquired the Service in New Zealand for the purposes of its business, then for the purposes of section 5D of the Fair Trading Act 1986 (New Zealand) (FTA) and section 43 of the Consumer Guarantees Act 1993 (New Zealand) (CGA), the Subscriber and we acknowledge and agree that:

(a) the Service is being provided and acquired in trade; and

(b) to the extent permitted by law, in respect of all matters covered by these Conditions, the parties are contracting out of the CGA and sections 9, 12A and 13 of the FTA.

11.9 None of the exclusions or limitations set out in these Conditions is intended to limit or exclude any form of liability that cannot be so limited or excluded under applicable law.

12. TERM AND CANCELLATION

12.1 These Conditions will come into effect on the date that we first provide the Subscriber with access to the Service, and will continue in full force and effect until the Subscriber’s subscription has been cancelled under clauses 5.3, 12.2, 12.3, 12.4 or 13.4.

12.2 The Subscriber may elect to cancel its subscription to the Service at any time. To cancel its subscription, the Subscriber must notify us in writing or follow any other steps outlined on the website on which the Service is made available for cancelling its subscription.

12.3 We may elect to cancel the Subscriber’s subscription at any time upon giving the Subscriber at least 30 days’ prior written notice.

12.4 We may elect to cancel the Subscriber’s subscription with immediate effect by giving written notice to the Subscriber if:

(a) the Subscriber is in breach of these Conditions;

(b) the Subscriber ceases or threatens to cease to carry on all or substantially all of its business or operations, is declared or becomes bankrupt or insolvent, is unable to pay its debts as they fall due, enters into a general assignment of its indebtedness or a scheme of arrangement or composition with its creditors, or takes or suffers any similar or analogous action in consequence of debt;

(c) a trustee, manager, administrator, administrative receiver, receiver, inspector under any legislation or similar officer is appointed in respect of the whole or any part of the Subscriber’s assets or business; or

(d) an order is made or a resolution is passed for the liquidation of the Subscriber (other than voluntarily for the purpose of a solvent amalgamation or reconstruction).

12.5 In the event of cancellation of the Subscriber’s subscription for any reason:

(a) we will cease to provide the Service, and the Subscriber and its Users will cease to use and access the Service;

(b) we will retain any Subscriber Content in our possession for a minimum period of three months following cancellation, after which time that Subscriber Content may be destroyed or erased. Upon cancellation of its subscription the Subscriber will no longer be able to access the Subscriber Content via the Service, but may request from us a copy of the raw Subscriber Content held by us, subject to paying any additional fees reasonably determined by us in order to cover the time spent by us in preparing such copy. Such copy will be provided in a format reasonably determined by us or otherwise agreed by us and the Subscriber in writing;

(c) the provisions of clause 9 will continue to apply in respect of any Subscription Fees payable by the Subscriber in relation to its subscription to the Service;

(d) the Subscriber will not be entitled to a refund of any Subscription Fees paid by it, except in the following circumstances:

(i) if we elect to cancel the Subscriber’s subscription under clause 12.3;

(ii) If the Subscriber elects to cancel its subscription under clause 13.4; or

(iii) if we cancel the Subscriber’s subscription under clause 5.3 as a result of the Subscriber’s third party payroll and HR systems provider ceasing to offer compatibility with our systems, and if we cancel the Subscriber’s subscription in such circumstances, we will refund a portion of the Subscription Fees paid, such refund to be calculated on a pro rata basis by reference to the unexpired part of the Subscription Period as at the date of cancellation as a proportion of the Subscription Period;

(e) the provisions of clauses 7.2, 7.3, 11.2 to 11.9, 12.5, 13 and any other clauses intended to survive cancellation, together with those other provisions of these Conditions that are incidental to, and required to give effect to those clauses, will remain in full force and effect; and

(f) subject to this clause 12.5 and except for any rights and remedies of the parties that have accrued before cancellation, including for any prior breach of these Conditions, no party will be under any further obligation to another party.

13. GENERAL

13.1 We will not be liable for any failure to provide the Service due to an event of Force Majeure. For the purposes of this clause 13.1, Force Majeure includes any inability to obtain supplies or labour, industrial disputes, delays, act of God, fire, flood, storm, adverse weather conditions, pandemics, or other matters beyond our reasonable control.

13.2 These Conditions embody the entire agreement of the parties in relation to the subject matter of these Conditions and supersede all prior understandings, communications and representations between the parties, whether oral or written. The parties acknowledge that they do not rely on any representation, agreement, term or condition that is not set out in these Conditions.

13.3 During the period of the Subscriber’s subscription to the Service, we may use the Subscriber’s name and logo in connection with the promotion and marketing of the Service.

13.4 Neither the Subscriber nor any of its Users assign, transfer or sub-contract any of their rights or obligations under these Conditions, without first obtaining our written consent.

13.5 We reserve the right to change these Conditions at any time. In the event of a change, we will endeavour to notify the Subscriber and its Users by email, or by posting a notification of the change on the site where the Service is located. If any change to these Conditions would result in these Conditions being materially more onerous to the Subscriber, we will at the same time give the Subscriber the option of cancelling its subscription to the Service. The continued use of the Service by the Subscriber following any such notification will be regarded by us as acceptance by the Subscriber or those Users of those changes. No other amendment to these Conditions will be effective unless in writing and signed by an authorised representative of us.

13.6 These Conditions will be governed by the laws of New Zealand, and the parties submit to the non-exclusive jurisdiction of the Courts of New Zealand.

Last updated 6 March 2024. Version 1.1.