Pronet Innovation Ltd, trading as eventplus is an event registration platform.
eventplus provides Event Organisations with a platform where they can sell products and services such as but not limited to; Event registrations, products, services, memberships and donations.
These Terms and Conditions, and any other terms and policies referred to in these Terms and Conditions, form the agreement between Pronet Innovations Limited, trading at eventplus (referred to as “eventplus”, “we” or “us”) and the user (referred to as “Client” or “you”), collectively referred to as the Parties or each a Party, (Agreement).
“Customer” is the term used for those parties purchasing products and services from you.
This Agreement sets out the terms upon which eventplus has agreed to grant permission to the Client to use the eventplus Services.
eventplus owns, or holds the relevant rights to the eventplus services and will license the use of the Software as a Service (SaaS) to the Client.
By using the eventplus services you acknowledge that you have read, understood, and accepted this Agreement and you have the authority to act on behalf of any person or entity for whom you are using the platform, and you are deemed to have agreed to this Agreement on behalf of any entity for whom you use the Service.
eventplus agrees to provide the Services in accordance with the terms of this Agreement from the date which the Client accepts these Client Terms.
The Services provided within the platform are such as, but not limited to;
1. Accept event registrations offered by the Client;
Accept purchases of other products and services offered by the Client;
Process credit card payment;
Provide email confirmation messages to the Customer upon successful purchase;
Provide administration facilities so the Client can administer their Customers purchases;
Other features as specified for the selected pricing plan;
Any 3rd party services we may use or make available.
Credit Card payments are processed via the Stripe platform, using the Clients own Stripe account.
The Client can optionally add a booking/processing fee if required.
The Customer purchasing from the Client will be expected to enter their credit card details; as well as any other information required by Stripe and/or their bank.
The success of the payment processing is determined by Stripe.
Refunds can be processed using the eventplus Platform, in accordance to the Stripe agreement around refunds. Refunded payments are deduced from the Clients Stripe Account balance.
The eventplus fees and Stripe fees are deducted automatically from each credit card transaction; the balance is made available by Stripe in the Clients Stripe account.
The eventplus fees will be as per the pricing plan table unless another arrangement has been agreed in writing. Sales tax (if applicable) will be added to this.
The Stripe fees will be as per the client arrangement with Stripe. The fees can be viewed on the Stripe website. eventplus has no involvement or influence over the Stripe fees.
The pricing plan selected can be different for each of the Client’s events.
The pricing plan cannot be changed down once the event has commenced taking for the duration of that event. The plan can be changed up at any time.
The amount of the eventplus fees payable by the Client will be calculated by eventplus. In the absence of any error, the calculation of the Fees will be conclusive and final.
Reporting is available via the platform which itemises revenue collected and fees paid.
The Client is responsible for ensuring that the revenue and data collected is correct and as they expect. This can include, but not limited to:
1. Entry fee price;
5. Other purchases;
Limits on availability.
eventplus is highly configurable and can be set to automatically make changes at a specific date and time. It is the Clients responsibility to check that this happens as they expect.
The Client is responsible for any deliveries which have been promised to the Customer.
The Client agrees eventplus owns or holds the applicable licences to all Intellectual Property Rights including but not limited to copyright of the Software and Services and any documentation provided with the Services by the eventplus to the Client including any Client configuration documentation.
eventplus reserves the right to change or remove features of the Services from time to time. Where there is any alteration to the Services in accordance with this clause, eventplus will provide the Client with 20 Business Days’ notice and the Client agrees that any alteration is at the eventplus’s discretion.
The Parties agree that the eventplus:
1. will supply the Services on a non-exclusive basis;
does not make any warranty or representation as to the ability of the facilities or services of any third-party suppliers; and
is not liable for any failure in, fault with or degradation of the Services if that failure, fault or degradation is attributable to or caused by any failure of the Client Environment or the facilities or services of any third party;
eventplus reserves the right to refuse any request in relation to the Services that it deems inappropriate, unreasonable or illegal.
3. Service Access Rights
As part of the Client onboarding process the Client will:
Create an eventplus Account - or login using their existing eventplus Account (bound by the Account Holder terms and conditions).
Agreeing to these terms will then be provided the Client’s eventplus Account with ‘Client Privileges’.
This Agreement is binding on any use of the Services and applies to the Client from the time that eventplus provides the Client with the “Client Privileges” and permits the Client to use eventplus in accordance with normal operating procedures.
By registering and or creating an account, eventplus grants to the Client a non-exclusive, non-transferable (except as otherwise permitted under this Agreement), personal, revocable, access rights and use the eventplus Services in accordance with the Service Provider’s intended purpose for the eventplus Services (SaaS Licence).
The Client agrees that that:
1. Information provided to eventplus is true and correct in every detail;
They will only use the Account and platform for the purposes of using the Services and for no other purpose.
4. Access Rights Restrictions
1. The Client must not access or use eventplus except as permitted by the Access Rights and may not do or authorise the commission of any act that would or might invalidate or be inconsistent with the eventplus’s Intellectual Property Rights in the eventplus Services or Software.
2. The Client can assign permissions for any other eventplus Account Holder to have access to their eventplus Client Privileges. They take responsibility for any actions of those persons to whom they have provided access rights.
3. Without limiting the foregoing provisions, the Client agrees and acknowledges that it must not and will not permit any person to:
Assign others with access to eventplus Services unless they require it for the purposes as defined by this agreement;
3.2 “frame”, “mirror” or serve any of eventplus Services on any web server or other computer server over the Internet or any other network;
copy, alter, modify, create derivative works from, reproduce, resell, transfer to a third party, reverse assemble, reverse engineer, reverse compile or enhance eventplus Services or;
alter, remove or tamper with any trademarks, any patent or copyright notices, or any confidentiality legend or notice, or any numbers, or other means of identification used on or in relation to eventplus Services or Software.
4. The Client must not use eventplus Services in any way which is in breach of any statute, regulation, law or legal right of any person.
1. The Client grants to eventplus the rights to copy, transmit, store and back-up or otherwise access with the Data:
1.1 to do analysis for the purposes of predictive safety analytics, industry guideline production and other construction safety-related uses, provide such Data is re-identified;
for diagnostic purposes;
to test, enhance and otherwise modify the Services whether requested by the Client or not;
to develop other Services; and
as reasonably required for the performance of eventplus’s obligations under this Agreement.
2. The Client represents and warrants that:
2.1 any and all Data supplied by the Client or otherwise accessed by eventplus through the provision of the Services is the sole and exclusive property of the Client or the Client has secured any and all authorisations and rights to use the Data as applicable;
its Data does not breach any relevant laws, regulations or codes;
its Data does not infringe the Intellectual Property Rights of any third party;
it will comply with all applicable laws and regulations in the jurisdiction where the Client accesses and publishes content using eventplus Services; and
to the extent that the Data contains personal or 3rd party data, it has obtained the necessary consents in order to transfer or permit access to this Data in accordance with applicable privacy and data protection laws.
3. The Client acknowledges and agrees that:
any collation, conversion and analysis of Data performed as part of the Services whether by the Services or otherwise is likely to be subject to human input and machine errors, omissions, delays and losses including but not limited to any loss of Data. eventplus is not liable for any such errors, omissions, delays or losses.
eventplus is not responsible for any corruption or loss of any Data if such corruption or loss is due to an act or omission by the Client, its members, its Related Bodies Corporate or any Authorised Users; and
eventplus is not responsible for the integrity or existence of any Data on the Client’s Environment, network or any device controlled by the Client or its Personnel.
The Client agrees to indemnify and hold eventplus harmless for the corruption or loss of any Data controlled or stored by the Client or any Related Bodies Corporate, to extent the corruption or loss is not caused by the negligent act or omission of eventplus or its Personnel.
First level support is via the help form on the Client Dashboard or via firstname.lastname@example.org
eventplus may from time to time provide support to your Customers. The Client can opt-out of having eventplus Chat support available to their Customers.
If you require support for privacy reasons email email@example.com
Where required, the Client assists with investigating and ascertaining the cause of the fault/issue and provides to the eventplus all necessary information relevant (including but not limited to what the Client or their Personnel has done in relation to the fault).
7. eventplus Additional Responsibilities and Obligations
eventplus must maintain commercially reasonable security measures to protect all Confidential Information in its possession or control, or in the possession or control of its Personnel, from unauthorised access, use, copying or disclosure.
8. Client Responsibilities and Obligations
1. The Client will provide all required materials as required by eventplus from time to time for eventplus to perform the Services.
2. The Client must, at the Client’s own expense:
provide all reasonable assistance and cooperation to eventplus in order to enable eventplus to supply the Services in an efficient and timely manner including but not limited to obtaining from Authorised Users any consents necessary to allow the Client and its Personnel to engage in the activities described in this Agreement and to allow eventplus to provide the Services;
use reasonable endeavours to ensure the integrity of the Data;
to break any law or infringe any person’s rights including but not limited to Intellectual Property Rights;
to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted; or
in any way that damages, interferes with or interrupts the supply of the Services.
3. The Client acknowledges and agrees that:
It is responsible for all other Authorised Users who are added to their eventplus organisation’s dashboard.
its use of the Services will be at its own risk;
it is responsible for maintaining the security of its account and password. eventplus cannot and will not be liable for any loss or damage from the Client failure to comply with this security obligation;
3.5 eventplus may alter or update the Client’s account logins and passwords at any time throughout the Term;
the Client is responsible for all content posted and activity that occurs under their account. This includes content posted by others who have logins or accounts associated with the Client’s account;
the technical processing and transmission of the Service, including the Client ’s content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices;
if eventplus wishes to alter the delivery of eventplus Services which requires a change to the Client Environment (including reconfigurations or interface customisations the extent necessary to access or use eventplus Services) the Client will give any assistance to eventplus or make any such changes to the Client Environment, that the eventplus reasonably requires; and
eventplus may pursue any available equitable or other remedy against the Client as a result of a breach by the Client of any provision of this Agreement.
9. Prohibited Use
1. The Client acknowledges and agrees that this Agreement incorporates by reference the terms of any acceptable use policy as set out on the eventplus website or as provided to the Client from time to time.
2. The Client, and any of their authorised users acknowledges and agrees that it must not:
use eventplus Services to violate any legal rights of any person, the Client or other entity in any jurisdiction;
use eventplus Services in relation to crimes such as theft and fraud;
use the Services in breach of laws relating to the protection of copyright, trade secrets, patents or other intellectual property and laws relating to spam or privacy;
make any unauthorised copy of any copyrighted material owned or licenced by eventplus;
introduce malicious programs into the eventplus System (e.g. viruses, worms, trojan horses, e-mail bombs);
reveal the Client’s account password to others or allow use of the Client’s account the to those who are not the Client’s Personnel or Authorised Users;
use eventplus Services to make fraudulent offers of goods or services;
use eventplus Services to carry out security breaches or disruptions of a network. Security breaches include, but are not limited to, accessing data of which the Client is not an intended recipient or logging into a server or account that the Client is not expressly authorised to access or corrupting any data. For the purposes of this paragraph, “security breaches” includes, but is not limited to, network sniffing/monitoring, pinged floods, packet spoofing, denial of service, and forged routing information for malicious purposes;
use any program/script/command, or sending messages of any kind, with the intent to interfere with, or disable, any persons’ use of eventplus Services;
send any unsolicited email messages through or to users of eventplus Services in breach of the Spam Act 2003 (Cth) or to send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages; use eventplus Services in breach of any person’s privacy (such as by way of identity theft or “phishing”) is strictly prohibited; and
use eventplus Services to circumvent user authentication or security of any of the Client’s hosts, networks or accounts or those of the Client’s customers or suppliers.
If there are any breaches notify eventplus immediately at firstname.lastname@example.org
eventplus will send communications to the Client Account Holder who established the relationship with eventplus. eventplus may also communicate with any additional Authorised Users.
11. Payment & Guarantees
1. The Client is responsible, but not limited to:
1.1. The Terms of Service between the Customer and Client Organisation, including refund policy
1.2. The Registration form is set up as expected including price schedule/tiers
The Customers privacy, sharing of information to 3rd parties (suppliers) & publishing of details not limited to start or result lists…
1.4.Quality of Customer data and how it's represented
1.5. The Customer payment & refund
Any consumer guarantees for the event, or additional products or services
Delivery of the event, products & services
All laws & legislations associated with the event, local and international
Any general event, entry & payment inquiries or questions
Liaising with eventplus on behalf of the Customer if required.
2. eventplus is responsible for:
2.1 Facilitating the registration & processing the payment via secure 3rd party provider agreed by the Client
2.2 Confirming payment via confirmation/order email
Passing through the registration fees less eventplus fees to the Client
1. Client, Customer and event data is kept confidential; and not use or permit for any unauthorised use of all Confidential Information.
2. Clause 12.1 does not apply where:
the information is in, or comes into, the public domain (other than by a breach of this clause 12 by the Client);
the event organiser has the prior written consent of the Party that disclosed the Confidential Information;
the disclosure is required by law;
the disclosure is required in order to comply with this Agreement, provided that the event organiser disclosing the Confidential Information ensures the recipient complies with the terms of this clause 12; and
the disclosure is to a professional service associated with the event
The disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Agreement and provided that the Party disclosing the Confidential Information ensures the adviser complies with the terms of this clause 12.
3. Each Party acknowledges and agrees that monetary damages may not be an adequate remedy for a breach of this clause 12. A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 12.
4. This clause 12 will survive the termination or expiry of this Agreement.
13. Intellectual Property Rights
1. A Party’s ownership of, or any right, title or interest in, any Intellectual Property Rights in an item which exists prior to the Effective Date (Pre-Existing Material) will not be altered, transferred or assigned by virtue of this Agreement.
2. The Client grants to eventplus a non-exclusive, royalty free, non-transferable and revocable licence to use any of the Client’s Intellectual Property Rights including any Pre-Existing Material as reasonably required for the eventplus to provide the Services to the Client.
3. We do not screen content uploaded onto eventplus Service, but we have the right (but not the obligation) in our sole discretion to refuse or remove any content that is available via the Service that we deem inappropriate, illegal, offensive, threatening, libellous, defamatory, pornographic, obscene, or otherwise objectionable or violate any party’s Intellectual Property Rights or this Agreement.
4. We have the discretion (but not obligation) to terminate an Client access to and use of the Services if, we determine that Client or its Authorised Users are repeat infringer of the Intellectual Property Rights of us or third parties.
5. This clause 13 will survive the termination or expiry of this Agreement.
14. Representations and Warranties
Each Party represents and warrants to each other Party:
1.1 it has full legal capacity and power to enter into this Agreement, to perform its obligations under this Agreement to carry out the transactions contemplated by this Agreement, to own its property and assets and to carry on its business;
no Insolvency Event has occurred in respect of it;
this Agreement constitutes legal, valid and binding obligations, enforceable in accordance with its terms; and
the execution and performance by it of this Agreement and each transaction contemplated by it does not conflict with any law, order, judgment, rule or regulation applicable to it or any document binding on it.
2.1 eventplus warrants that to the best of its knowledge the Services do not infringe the Intellectual Property Rights of any third party and there are no actual or threatened proceedings for any intellectual property infringements in relation to eventplus Services.
eventplus does not warrant that the Services will be error-free or will operate without interruption or that, except as set out in this Agreement, the Services will be performed in the manner intended by the Entrant or the Services will meet the requirements of the Client.
Each Party makes the representations and warranties in clause 14.1 on each day on which it is a Party.
15. Indemnity and liability
1. eventplus is liable for the acts and omissions of all its Personnel as if they were done by eventplus.
Despite anything to the contrary (but subject to clause 16.3), to the maximum extent permitted by the law:
eventplus maximum aggregate Liability arising from or in connection with this Agreement (including the Services or the subject matter of this Agreement) will be limited to, and must not exceed, in any Contract Year, the total amount of Fees paid to eventplus in the prior Contract Year; and
eventplus will not be liable to the Client for: (i) any loss of profit (including anticipated profit), loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use and/or loss or corruption of data ); (ii) lack of access to or use of or inability to access or use the Service; (iii) any conduct or content of any third party on the Services; (iv) any content obtained from the Services; nor (v) unauthorised access, use or alteration of your transmissions or content,
whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.
3. Clause 16.2 will not apply to eventplus’s Liability to the Client under this Agreement for any liability which cannot be excluded or limited by applicable law, including:
fraud or criminal conduct; or
death or personal injury.
4. Despite anything to the contrary, to the maximum extent permitted by the law, eventplus will have no Liability, and the Client releases and discharges eventplus from all Liability, arising from or in connection with any:
4.1 failure or delay in providing the Services;
breach of this Agreement; or
misuse of the Services.
5. where caused or contributed to by any:
Force Majeure Event;
a fault or defect in any item of the Client Environment; or
act or omission of the Client or its Personnel.
5. eventplus uses third-party Service Providers to host the Services. eventplus will not be liable for any interruption to the Services, unavailability or outage, or any interruption, unavailability or outage of the Client’s services.
6. The Client agrees that, to the maximum extent permitted by the law, this Agreement excludes all terms, conditions and warranties implied by statute, in fact or on any other basis, except to the extent such terms, conditions and warranties are fully expressed in this Agreement.
7. The Client agrees to indemnify, and hold harmless, the Service Provider against all Liabilities and Claims arising out of or in connection with:
any and all unauthorised use of eventplus Service;
Authorised Users access or use of the Services;
injury to or death of any person caused by any act or omission by or on behalf of the Client or its Personnel; and
damage to any real or tangible property caused by any act or omission by or on behalf of the Client or its personnel.
This Clause 15 will survive the termination or expiry of this Agreement.
The Term of this Agreement takes effect at the time when Client Privileges are granted , up until the time when the Client Privileges are removed.
1. Clients may terminate this Agreement by emailing eventplus at email@example.com
2. eventplus may terminate this Agreement by giving notice to the Client if the Client is in breach (other than a trivial breach causing no material harm) of any provision of this Agreement and, where the breach is capable of remedy, the Client has failed to remedy the breach within 5 Business Days of receipt of written notice from eventplus describing the breach and calling for it to be remedied.
3. eventplus may terminate this Agreement immediately by giving written notice to the Client where:
3.1 the Client commits a breach of this Agreement not capable of remedy; or
breaches clause 4 (Access Restrictions) or clause 9 (Prohibited Use).
18. Dispute Resolution
A Party must not commence court proceedings relating to any dispute arising from, or in connection with, this Agreement (Dispute) without first complying with this clause 20 unless:
that Party is seeking urgent interlocutory relief; or
the Dispute relates to compliance with this clause.
1.4 Notwithstanding the existence of a Dispute, the Parties must continue to perform their obligations under this Agreement.
2.1 In the event of a Dispute, the Party claiming there is a Dispute must give written notice to the other Party or Parties to the Dispute setting out the details of the Dispute and proposing a resolution (Dispute Notice).
Within 10 Business Days after receipt of the Dispute Notice, each relevant Party must (if applicable by its senior executives or senior managers who have authority to reach a resolution on its behalf) meet at least once to attempt to resolve the Dispute in good faith. All aspects of every such conference, except for the occurrence of the conference, will be privileged.
3.1 If the relevant Parties are unable to resolve the Dispute with 15 Business Days after receipt of the Dispute Notice, any Party involved in the Dispute may (by written notice to the other Parties) submit the Dispute to mediation administered by the New Zealand Commercial Disputes Centre , with such mediation to be conducted:
3.1.1 in good faith;
3.1.2 in New Zealand; and
in accordance with NZ Mediation Guidelines.
3.2 The costs of mediation are to be split between the relevant Parties, provided that each Party will bear its own costs in relation to the mediation.
If the Dispute has not been settled within 20 Business Days after the appointment of a mediator, or such other period as agreed in writing between the Parties, the Dispute may be referred by any Party involved in the Dispute (by written notice to the other Parties) to litigation.
4. This clause 18 will survive the termination or expiry of this Agreement.
1. The Client will not solicit or entice away, any person or organisation that was an actual or prospective, client, employee, contractor, representative, agent of, or developer to, eventplus, during the Term of this Agreement.
2. This clause 19 will survive the termination or expiry of this Agreement.
If GST is payable on any supply made under this Agreement, the recipient of the supply must pay an amount equal to the GST payable on the supply. That amount must be paid at the same time that the consideration is to be provided under this Agreement, and must be paid in addition to the consideration expressed elsewhere in this Agreement, unless it is expressed to be inclusive of GST. The recipient is not required to pay any GST until the supplier issues a tax invoice for the supply.
If an adjustment event arises in respect of any supply made under this Agreement, a corresponding adjustment must be made between the supplier and the recipient in respect of any amount paid by the recipient under this clause, an adjustment note issued (if required), and any payments to give effect to the adjustment must be made.
If the recipient is required under this Agreement to pay for or reimburse an expense or outgoing of the supplier, or is required to make a payment under an indemnity in respect of an expense or outgoing of the supplier, the amount to be paid by the recipient is to be reduced by the amount of any input tax credit in respect of that expense or outgoing that the supplier is entitled to.
The terms “adjustment event”, “consideration”, “GST”, “input tax credit”, “recipient”, “supplier”, “supply”, “taxable supply” and “tax invoice” each has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
This clause 20 will survive the termination or expiry of this Agreement.
1. A notice or other communication given under this Agreement must be:
in writing, in English and signed by the sender; and
addressed and delivered to the intended recipient by hand, prepaid post or email in accordance with the notice details last notified by the recipient to the Parties.
2. The Client’s notice details are set out in the Client’s account. eventplus’s notice details are set out on the Site. A Party may change its notice details by written notice to the other Parties, which, for the Client, is by updating their Account, and for eventplus, is by updating the Site.
3. A notice or communication is taken as having been given:
when left at a Party’s current address for notices;
if mailed, on the third Business Day after posting (if delivered to an address within the same country) or on the tenth Business Day after posting (if delivered to an address within another country); or
if sent by email, if sent before 5pm on a Business Day in the place of receipt then on the Business Day when it is sent, otherwise on the following Business Day.
This subclause will survive the termination or expiry of this Agreement.
If performance of this Agreement or any obligation under this Agreement is prevented, restricted or interfered with by reasons of Force Majeure and the affected party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the affected party invoking this provision shall be suspended to the extent necessary by such event. The affected party shall use reasonable efforts under the circumstances to remove such prevention, restriction or interference or to limit the impact of the event on its2 performance and must continue to perform with reasonable dispatch when the Force Majeure is removed.
Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to this Agreement does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right. A waiver must be in writing.
Powers, rights, and remedies
Except as provided in this Agreement or permitted by law, the powers, rights, and remedies of a Party under this Agreement are cumulative and in addition to any other powers, rights and remedies the Party may have.
Consents or approvals
Except as provided in this Agreement, a Party may give, attach conditions to or withhold any consent or approval under this Agreement at its sole and absolute discretion. A Party is not obliged to give reasons for giving or withholding its consent or approval or for giving its consent or approval subject to conditions.
No Party may assign, transfer or otherwise deal with all or any of its rights or obligations under this Agreement without the prior written consent of the other Parties. Any purported dealing in breach of this clause 24.6 is of no force or effect.
Each Party must promptly do all things and execute all further documents necessary to give full force and effect to this Agreement and their obligations under it. This subclause will survive the termination or expiry of this Agreement.
Costs and expenses
Each Party must pay its own costs and expenses (including legal costs) in connection with the negotiation, preparation, and execution of this Agreement and any document relating to it.
Relationship of Parties
This Agreement is not intended to create a partnership, joint venture or agency relationship between the Parties.
Nothing in this Agreement gives a Party authority to bind any other Party in any way.
Links to Third Parties
The Services may contain links to third-party web sites or services that are not owned or controlled by eventplus.
eventplus has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. The Client further acknowledges and agree that eventplus shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.
Independent legal advice
Each Party acknowledges and agrees that it has had an opportunity to read this Agreement, it agrees to its terms and, prior to executing it, it has been provided with the opportunity to seek independent legal advice about its terms.
If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision must be read down as narrowly as necessary to allow it to be valid or enforceable.
If it is not possible to read down a provision (in whole or in part), that provision (or that part of that provision) is severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement.
The Agreement contains the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
This Agreement may only be amended by written document executed by all Parties.
The rights arising out of this Agreement do not exclude any other rights of either Party.
Each indemnity in this Agreement is a continuing obligation that is separate and independent from the other obligations of the Parties under this Agreement.
A Party is not obliged to take any action, or incur any expense, before enforcing any indemnity under this Agreement.
Governing law and jurisdiction
This Agreement is governed by the laws of New Zealand.. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New Zealand and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
Definitions and Interpretation
In this Agreement, unless the context otherwise requires:
is someone who has an eventplus Account
means any additional costs, expenses, damages or losses suffered or incurred by eventplus.
means the user(s) permitted to use eventplus Services and the content, including Data, generated by, or the output of, eventplus Services as a part of the Client’s services to its clients.
means a day on which banks are open for general banking business in New Zealand, excluding Saturdays, Sundays and public holidays.
means 9am to 5pm on a Business Day.
Change in Control
occurs in respect of a Party if, after the Effective Date, a person acquires (directly or indirectly):
1. shares in that Party conferring alone or in aggregate 50% or more of the voting or economic interests in that Party on a fully diluted basis;
the power to control the appointment or dismissal of a majority of the directors of that Party; or
3. the capacity to control the financial and operating policies or management of that Party.
means any actual, contingent, present or future claim, demand, action, suit or proceeding for any Liability, restitution, equitable compensation, account, injunctive relief, specific performance or any other remedy of whatever nature and however arising, whether direct or indirect, and whether in contract, tort (including but not limited to negligence) or otherwise.
, also known as Event Owner is an Account Holder who has been given Client Privileges in order to sell products and services.
means the computing environment of the Client including all hardware, software, information technology and telecommunications services and Systems.
(Dashboard) Additional privileges granted to allow Clients to sell products and services
includes information or documentation which:
is disclosed to the recipient in connection with this Agreement (whether before or after the Effective Date);
is prepared or produced under or in connection with this Agreement (whether before or after the Effective Date); or
3. the business, assets or affairs of a Party or any of its affiliates;
4. the business, assets or affairs of a company in a group of companies to which the Customer belongs, or any client of that company in the group; or
the subject matter of, the terms of and/or any transactions contemplated by this Agreement,
whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and whether it is disclosed to the recipient or received, acquired, overheard or learnt by the recipient in any way whatsoever.
An Account Holder who seeks to purchase or submit information from a client using the eventplus platform. A Customer is most commonly an Event Entrant or Volunteer.
means all of the information, documents and other data provided by the Entrant to the eventplus, any content uploaded by the Entrant
or Personnel to the eventplus’s System, or otherwise accessed by the eventplus in providing the Services.
has the meaning given in clause 19.1(a).
has the meaning given in clause 19.2(a).
means the fee set out on the Site for the Client account.
means any event or circumstances beyond the reasonable control of a Party including any fire, lightning strike, flood, earthquake, natural disaster, sabotage, nuclear contamination, terrorism, war or civil riot that occurs to the extent that it:
1. would be unreasonable to expect the affected Party to have planned for, avoided or minimised the impact of such circumstance by appropriate risk management, disaster recovery or business resumption plan; and
results in a Party being unable to perform an obligation under this Agreement on time.
means the occurrence of any one or more of the following events in relation to a Party:
1. the Party is or states that it is insolvent or is deemed or presumed to be insolvent under any applicable laws;
an application or order is made for the winding up, bankruptcy or dissolution of the Party or a resolution is passed or any steps are taken to pass a resolution for its winding up or dissolution;
an administrator, provisional liquidator, liquidator or person having a similar or analogous function under the laws of any relevant jurisdiction is appointed in respect of the Party or any action is taken to appoint any such person and the action is not stayed, withdrawn or dismissed within 10 Business Days;
4. a controller is appointed in respect of any of the Party’s property;
the Party is deregistered under the Corporations Act 2001 (Cth) or other legislation or notice of its proposed deregistration is given to it;
a distress, attachment or execution is levied or becomes enforceable against the Party or any of its property;
the Party enters into or takes action to enter into an arrangement, composition or compromise with, or assignment for the benefit of, all or any class of its creditors or members or a moratorium involving any of them;
a receiver or manager (or both) or trustee in bankruptcy is appointed in respect of the Party or its property;
a petition for the making of a sequestration order against the estate of the Party is presented and the petition is not stayed, withdrawn or dismissed within 10 Business Days or the Party presents a petition against itself; or
10. anything analogous to or of a similar effect to anything described above under the law of any relevant jurisdiction occurs in respect of the Party.
Intellectual Property Rights
means all present and future rights to:
registered or unregistered designs, patents, trade marks;
trade, business, company or domain names;
know-how, inventions, processes, trade secrets;
circuit layouts, databases or source codes; and
any similar rights in any part of the world,
including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.
means any expense, charge, cost, liability, loss, damage, claim, demand or proceeding (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent.
means as any time Customer’s account loads a page (website) that has SaaS Services embedded in it.
means a party to this Agreement from time to time, and Parties means all of them.
is by credit card, Wire Transfers, or Bank Deposit.
means 30 days from the date of the invoice.
means in relation to a Party, any employee, contractor, officer and agent of that Party.
means hardware or software.
Related Body Corporate
has the meaning given in section 9 of the Corporations Act 2001 (Cth).
is defined in clause 3.1.
means eventplus Software as a service described on the Site.
means any service levels set out on the Site.
means eventplus Services and Support Services, to be provided or licensed by the eventplus to the Client
means the software used to provide the Services, and includes any instructions in hard copy or electronic form and any update, modification or release of any part of that software after this Agreement is entered into by the Parties.
Support Hours means:
1. the hours the eventplus will provide the Support Services as set out on the Site; or
if such hours are not specified, Business Hours.
are set out on the Site.
means a combination of SaaS Products or a combination of Products and services which are integrated and operate together, including a network.
means the term of this Agreement as set out in clause 17.
means a change to eventplus Licence after the date of this Agreement.
means any variation to the Fee as a consequence of the Variation.
In this Agreement, unless the context otherwise requires:
1. the singular includes the plural and vice versa;
headings are for convenience only and do not affect interpretation;
a reference to a clause, paragraph, schedule or annexure is a reference to a clause, paragraph, schedule or annexure, as the case may be, of this Agreement;
if any act which must be done under this Agreement is to be done on a day that is not a Business Day then the act must be done on or by the next Business Day;
a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;
where a word or phrase is defined, its other grammatical forms have a corresponding meaning;
a reference to a natural person includes a body corporate, partnership, joint venture, association, government or statutory body or authority or other legal entity and vice versa;
includes and similar words mean includes without limitation;
no clause will be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it;
a reference to a party to a document includes that party’s executors, administrators, successors, permitted assigns and persons substituted by novation from time to time;
a reference to this Agreement or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time;
a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally;
if a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated exclusive of that day;
a reference to time is to local time in New Zealand and
a reference to $ or dollars refers to New Zealand dollars.