Terms and Conditions
- This agreement is between Clever Robots Limited (the supplier) and the client (Name supplied on registration)
- The start date is upon completing the registration form and logging into the service.
- Completing registration (checking acceptance of these terms and clicking "Complete Registration" button) constitutes agreement to the following terms and conditions.
- This service is provided on a monthly recurring basis and ends on termination of services (OR) failure to pay invoice within 20 days
- The service provided, GlobalWorkshop, is an online and mobile system to allow documentation of Projects/Vehicles, storing information uploaded for later retrieval. Full details of the services provided are described on the website https://www.globalworkshop.com
- Features provided of the service may change over time, these may be impacted by technology capabilities and government regulations.
- A trial period for which no fees payable are provided as part of this agreement. The customer can cancel at any time in the trial with no obligation to pay. Upon conclusion of trial period date then monthly recurring fees will become payable.
Contact Details for notice
- Supplier firstname.lastname@example.org
- Customer ( Email supplied on registration)
- This agreement is provided under the governing law of New Zealand
- You can terminate your use of the services at any time by emailing email@example.com to request a cancellation, upon verification this would terminate the agreement.
- The Supplier must use best efforts to provide the Services. (A) in accordance with the Agreement and New Zealand law; (B) exercising reasonable care, skill and diligence; and (C) using suitably skilled, experienced and qualified personnel
- Non-exclusive: The Supplier’s provision of the Services to the Client is non-exclusive. Nothing in the Agreement prevents the Supplier from providing the Services to any other person.
- Subject to clause 2.3.2 the Supplier will use reasonable efforts to ensure the SaaS Service is available on a 24/7 basis in the countries our customers are located. However, on occasion the SaaS Service will be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. The Supplier will use reasonable efforts to publish on the Website advance details of any unavailability.
- Through the use of web services and APIs, the SaaS Service interoperates with a range of third party service features. The Supplier does 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, the Supplier may cease to make available that feature to the Client. To avoid doubt, if the Supplier exercises its right to cease the availability of a third party feature, the Client is not entitled to any refund, discount or other compensation
- The customer recognises their own internet connections impact the ability to use services and performance of services, the supplier is not responsible for these connections.
- Underlying Systems: The Supplier is responsible for procuring all Underlying Systems reasonably required for it to provide the SaaS Service in accordance with the Agreement.
Additional Related Services:
- The Supplier may, from time to time, make available additional services to supplement the SaaS Service.
- At the request of the Client and subject to the Client paying the applicable Fees, the Supplier may agree to provide to the Client an additional Related Service on the terms of the Agreement.
General use: The Client and its personnel must:
- use the Services in accordance with the Agreement solely for the Client’s own internal business purposes
- use the system for only lawful purposes (including complying with the Unsolicited Electronic Messaging Act 2007)
- not resell or make available the Services to any third party, or otherwise commercially exploit the Services, with the exception of Permitted Users.
Access conditions: When accessing the SaaS Service, the Client and its personnel must:
- not impersonate another person or misrepresent authorisation to act on behalf of others or the Supplier;
- 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 SaaS Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the SaaS Service;
- not attempt to view, access or copy any material or data other than that to which the Client is authorised to access;
- neither use the SaaS 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; and
- Without limiting clause 3.2, no individual other than a Permitted User may access or use the SaaS Service
The Client may authorise any member of:
- its personnel to be a Permitted User as Administrators for the account, in which case the Client will maintain the Permitted User’s name and other information that the Supplier reasonably requires in the “Administrator's” area of the system.
- any of it’s customers to be a Permitted User, in which case the Client will create a profile in the system for the customer.
- The Client must procure each Permitted User’s compliance with clauses 3.1 and 3.2 and any other reasonable condition notified by the Supplier to the Client.
- A breach of any term of the Agreement by the Client’s personnel (including, to avoid doubt, a Permitted User) is deemed to be a breach of the Agreement by the Client.
- Authorisations: The Client is responsible for procuring all licences, authorisations and consents required for it and its personnel to use the Services, including to use, store and input Data into, and process and distribute Data through, the Services.
- General use: The Client and its personnel must:
Supplier access to Data:
The Client acknowledges that:
- the Supplier may require access to the Data to exercise its rights and perform its obligations under the Agreement; and
- to the extent that this is necessary but subject to clause 7, the Supplier may authorise a member or members of its personnel to access the Data for this purpose.
- The Client must arrange all consents and approvals that are necessary for the Supplier to access the Data as described in clause 184.108.40.206.
- The Client acknowledges that:
- The Client acknowledges and agrees that to the extent Data contains Personal Information, in collecting, holding and processing that information through the Services, the Supplier is acting as an agent of the Client for the purposes of the Privacy Act 1993 and any other applicable privacy law.
- The Client must obtain all necessary consents from the relevant individual to enable the Supplier to collect, use, hold and process that information in accordance with the Agreement.
- Backups of Data: While the Supplier will take standard industry measures to back up all Data stored using the Services, the Client agrees to keep a separate back-up copy of all Data uploaded by it onto the SaaS Service.
- International storage of Data: The Client agrees that the Supplier may store Data (including any Personal Information) in secure servers in New Zealand, Australia, North America, United Kingdom, Europe and such other jurisdictions as the Supplier may from time to time publish on the Website and may access that Data (including any Personal Information) in any such jurisdiction.
- Indemnity: The Client indemnifies the Supplier against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by the Supplier’s solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable, incorrect or misleading.
- Access by minors: GlobalWorkshop is directed at people over the age of 18. Client agrees that no users or data will be placed into the system for anyone 18 or under the age of 18. Should client become aware of this to notify Supplier immediately to have content removed.
- Supplier access to Data:
- Fees: The Client must pay to the Supplier the Fees.
Invoicing and payment:
- The Supplier will provide the Client with valid GST tax invoices on the dates set out in the Payment Terms either by email (OR) via automated billing service
- The Fees exclude GST, which the Client must pay on taxable supplies under the Agreement.
The Client must pay the Fees:
- on the dates set out in the Payment Terms using the systems automated billing subscription service, or if by invoicing, by the 20th of the month following the date of invoice; and
- electronically in cleared funds without any set off or deduction either by direct bank deposit (OR) by Supplier Provided Credit Card Payment Facility (Automated Billing Subscription Service)
- Overdue amounts: The Supplier may charge interest on overdue amounts. Interest will be calculated from the due date to the date of payment (both inclusive) at an annual percentage rate equal to the corporate overdraft reference rate (monthly charging cycle) applied by the Supplier’s primary trading bank as at the due date (or, if the Supplier’s primary trading bank ceases to quote that rate, then the rate which in the opinion of the bank is equivalent to that rate in respect of similar overdraft accommodation expressed as a percentage) plus 2% per annum.
- By giving at least 90 day s’ notice, the Supplier may increase the Fees. Fees updated under this clause are deemed to be the Fees listed in the Key Details.
- If the Client does not wish to pay the increased Fees, it may terminate the Agreement on no less than 10 days’ notice, provided the notice is received by the Supplier before the effective date of the Fee increase. If the Client does not terminate the Agreement in accordance with this clause, it is deemed to have accepted the increased Fees.
- Subject to clause 6.1.2, title to, and all Intellectual Property Rights in, the Services, the Website, and all Underlying Systems is and remains the property of the Supplier (and its licensors). The Client must not dispute that ownership.
- Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains the property of the Client. The Client grants the Supplier a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of its rights and performance of its obligations in accordance with the Agreement.
- Know how: To the extent not owned by the Supplier, the Client grants the Supplier a royalty-free, transferable, irrevocable and perpetual licence to use any know how, techniques, ideas, methodologies, and similar Intellectual Property used by the Supplier in the provision of the Services.
Feedback: If the Client provides the Supplier with ideas, comments or suggestions relating to the Services or Underlying Systems (together feedback):
- all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by the Supplier; and
- the Supplier may use or disclose the feedback for any purpose.
- Third party sites and material: The Client acknowledges that the SaaS Service may link to third party websites or feeds that are connected or relevant to the SaaS Service. Any link from the SaaS Service does not imply any Supplier endorsement, approval or recommendation of, or responsibility for, those websites or feeds or their content or operators. To the maximum extent permitted by law, the Supplier excludes all responsibility or liability for those websites or feeds.
Security: Each party must, unless it has the prior written consent of the other party:
- keep confidential at all times the Confidential Information of the other party;
- effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and
- disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, the provisions of clauses 7.1.1 and 7.1.2.
Permitted disclosure: The obligation of confidentiality in clause 7.1.1 does not apply to any disclosure or use of Confidential Information:
- for the purpose of performing the Agreement or exercising a party’s rights under the Agreement;
- required by law (including under the rules of any stock exchange);
- which is publicly available through no fault of the recipient of the Confidential Information or its personnel;
- which was rightfully received by a party to the Agreement from a third party without restriction and without breach of any obligation of confidentiality; or
- by the Supplier if required as part of a bona fide sale of its business (assets or shares, whether in whole or in part) to a third party, provided that the Supplier enters into a confidentiality agreement with the third party on terms no less restrictive than this clause 7.
- Security: Each party must, unless it has the prior written consent of the other party:
- Mutual warranties: Each party warrants that it has full power and authority to enter into and perform its obligations under the Agreement which, when signed, will constitute binding obligations on the warranting party.
No implied warranties: To the maximum extent permitted by law:
- The Supplier’s warranties are limited to those set out in the Agreement, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise (including any warranty under the Sale of Goods Act 1908) are expressly excluded and, to the extent that they cannot be excluded, liability for them is limited to 3 months of service fees; and
the Supplier makes no representation concerning the quality of the Services and does not promise that the Services will:
- meet the Client’s requirements or be suitable for a particular purpose
- be secure, free of viruses or other harmful code, uninterrupted or error free.
- Consumer Guarantees Act: The Client agrees and represents that it is acquiring the Services, and entering the Agreement, for the purpose of a business and that the Consumer Guarantees Act 1993 does not apply to the supply of the Services or the Agreement.
Limitation of remedies: Where legislation or rule of law implies into the Agreement a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in the Agreement. However, the liability of the Supplier for any breach of that condition or warranty is limited, at the Supplier’s option, to:
- supplying the Services again; and/or
- paying the costs of having the Services supplied again up to a maximum 3 month previous months service fees at time of claim.
- Maximum liability: The maximum aggregate liability of the Supplier under or in connection with the Agreement or relating to the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not in any Year exceed maximum 3 months of service fees. The cap in this clause 9.1 includes the cap set out in clause 8.2.1.\
Unrecoverable loss: Neither party is liable to the other under or in connection with the Agreement or the Services for any:
- loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill; or
- consequential, indirect, incidental or special damage or loss of any kind.
Clauses 9.1 and 9.2 do not apply to limit the Supplier’s liability
under or in connection with the Agreement for:
personal injury or death;
fraud or wilful misconduct; or a breach of clause 7.
Clause 9.2 does not apply to limit the Client’s liability:
- to pay the Fees;
- under the indemnity in clause 4.5; or
- for those matters stated in clause 9.3.1.
- Clauses 9.1 and 9.2 do not apply to limit the Supplier’s liability
- No liability for other’s failure: Neither party will be responsible, liable, or held to be in breach of the Agreement for any failure to perform its obligations under the Agreement or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under the Agreement, or by the negligence or misconduct of the other party or its personnel.
- Mitigation: 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 the Agreement.
TERM, TERMINATION AND SUSPENSION (Cancellation)
Duration: Unless terminated under this clause 10, the Agreement:
- starts on the Start Date and ends on the End Date; but
- where no End Date is set out in the Key Details, continues for successive terms of [monthly] from the Start Date unless a party gives 30 days notice that the Agreement will terminate on the expiry of the then current term.
- End of Trial Period: The Client may terminate this Agreement effective at the end of the Trial Period by notice to the Supplier at any time prior to the end of the Trial Period.
- No fault termination: Supplier may terminate the Agreement on no less than 90 days prior notice to the other party. Client may terminate the Agreement at any time with no notice
Other Termination rights:
Either party may, by notice to the other party, immediately terminate the Agreement if the other party:
- breaches any material provision of the Agreement and the breach is not (A) remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach; or (B) capable of being remedied;
- 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; or
- is unable to perform a material obligation under the Agreement for 30 days or more due to Force Majeure.
- If the remedies in clause 6.5.3 are exhausted without remedying or settling the IP Claim, the Supplier may, by notice to the Client, immediately terminate the Agreement.
- Either party may, by notice to the other party, immediately terminate the Agreement if the other party:
Consequences of termination or expiry:
- Termination or expiry of the Agreement does not affect either party’s rights and obligations that accrued before that termination or expiry.
- On termination or expiry of the Agreement, the Client must pay all Fees for Services provided prior to that termination or expiry.
- Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination or expiry of the Agreement, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control.
At any time prior to one month after the date of termination or expiry, the Client may request:
- a copy of any Data stored using the SaaS Service (excluding video and image content), provided that the Client pays the Supplier’s reasonable costs of providing that copy. On receipt of that request, the Supplier must provide a copy of the Data in a common electronic form. The client is expected to maintain their own backups of Content (Image/Video) per clause 4.3 and thus due to the nature of large file transfer, the only data made available would be the text based content entered into the system. The Supplier does not warrant that the format of the Data will be compatible with any software; and/or
- deletion of the Data and Content stored using the SaaS Service, in which case the Supplier must use reasonable efforts to promptly delete that Data.
- To avoid doubt, the Supplier is not required to comply with clause 10.4di to the extent that the Client previously requested deletion of the Data
- Obligations continuing: Clauses which, by their nature, are intended to survive termination or expiry of the Agreement, including clauses 4.5, 6, 7, 9, 10.4, 10.5 and 11, continue in force.
Suspending access: Without limiting any other right or remedy available to the Supplier, the Supplier may restrict or suspend the Client’s access to the SaaS Service where the Client (including any of its personnel):
- undermines, or attempts to undermine, the security or integrity of the SaaS Service or any Underlying Systems;
uses, or attempts to use, the SaaS Service:
- for improper purposes; or
- in a manner, other than for normal operational purposes, that materially reduces the operational performance of the SaaS Service; or
- uploads objectionable or illicit material. Including but not limited to pornographic content, hate speech. If the content uploaded is deemed to be illegal the supplier reserves the rights to notify authorities and hold content for forensic analysis purposes, including but not limited to all access logs.
- client acknowledges supplier will use manual and automated content scanning for this purpose including content matching algorithms
- Notice: The Supplier must notify the Client where it restricts or suspends the Client’s access under clause 10.7. unless otherwise directed by law enforcement authorities.
- Duration: Unless terminated under this clause 10, the Agreement:
- Good faith negotiations: Before taking any Court action, a party must use best efforts to resolve any dispute under, or in connection with, the Agreement through good faith negotiations.
- Obligations continue: Each party must, to the extent possible, continue to perform its obligations under the Agreement even if there is a dispute.
- Right to seek relief: This clause 11 does not affect either party’s right to seek urgent interlocutory and/or injunctive relief.
Force Majeure: Neither party is liable to the other for any failure to perform its obligations under the Agreement to the extent caused by Force Majeure, provided that the affected party:
- immediately notifies the other party and provides full information about the Force Majeure; if circumstances allow
- uses best efforts to overcome the Force Majeure; and
- continues to perform its obligations to the extent practicable.
- Rights of third parties: No person other than the Supplier and the Client has any right to a benefit under, or to enforce, the Agreement.
- Waiver: To waive a right under the Agreement, that waiver must be in writing and signed by the waiving party.
- Independent contractor: Subject to clause 4.2, the Supplier is an independent contractor of the Client, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under the Agreement.
- Notices: A notice given by a party under the Agreement must be delivered to the other party via email using the email address set out in the Key Details or otherwise notified by the other party for this purpose and confirmation for receipt of email must be sought.
- Severability: Any illegality, unenforceability or invalidity of a provision of the Agreement does not affect the legality, enforceability or validity of the remaining provisions of the Agreement.
Variation: We reserve the right to change these Terms at any time to better reflect, including but not limited to:
- Changes to the law
- New regulatory requirements or
- Improvements or enhancements made to our services
- Force Majeure: Neither party is liable to the other for any failure to perform its obligations under the Agreement to the extent caused by Force Majeure, provided that the affected party:
Definitions: In the Agreement, the following terms have the stated meaning:
- The software owned by the Supplier (and its licensors) that is used to provide the SaaS Service comprising the system online and the companion mobile applications
- All sections on this page and confirmation of Registration form
- Confidential Information
- the terms of the Agreement and any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the Agreement. Intellectual Property owned by the Supplier (or its licensors), including the GlobalWorkshop Software, is the Supplier’s Confidential Information. The Data is the Client’s Confidential Information.
- all data, content, and information (including Personal Information) owned, held, used or created by or on behalf of the Client and/or any Permitted User that is stored using, or inputted into, the Services.
- the fees set out in the Key Details, as updated from time to time in accordance with clause 5.4.
- Force Majeure
- an event that is beyond the reasonable control of a party, excluding: (a) an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or(b) a lack of funds for any reason.
- Intellectual Property Rights
- includes copyright and all worldwide rights 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.
- Key Details
- the Agreement specific details set out in Section 1 of the Agreement.
- includes being objectionable, defamatory, obscene, harassing, threatening, or unlawful in any way.
- Payment Terms
- the payment terms set out in the Key Details (if any).
- Permitted User
- those personnel and/or customers of the Client authorized to access and use the Services in accordance with clause 3.3
- Personal Information
- has the meaning given in the Privacy Act 1993.
- Related Services
- any further services that the Supplier agrees to provide to the Client under the Agreement.
- SaaS Services
- the service having the core functionality described in the Key Details. The SaaS Service is described in more detail on the Website, which is updated from time to time.
- the SaaS Service and any Related Service (including mobile apps)
- Start Date
- the start date the Agreement set out in the Key Details.
- Trial Period
- the period set out in the Key Terms.
- Underlying systems
- the GlobalWorkshop Software, IT solutions, systems and networks (including software and hardware) used to provide the Services, including any third party solutions, systems and networks.
- the Internet site at the domain set out in the Key Details, or such other site notified to the Client by the Supplier.
- a 12 month period starting on the Start Date or the anniversary of that date.
Interpretation: In the Agreement:
- clause and other headings are for ease of reference only and do not affect the interpretation of the Agreement;
- words in the singular include the plural and vice versa;
a reference to:
- a party to the Agreement includes that party’s permitted assigns;
- personnel includes officers, employees, contractors and agents, but a reference to the Client’s personnel does not include the Supplier;
- 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;
- including and similar words do not imply any limit; and
- 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;
- no term of the Agreement is to be construed against a party because the term was first proposed or drafted by that party; and
- Definitions: In the Agreement, the following terms have the stated meaning: