Last Updated: 23 October 2024
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING OUR SERVICES
This Terms and Conditions Agreement (“Agreement”) is a legal agreement between you (either an individual or a single entity) and TPT Solutions Limited (“Company”, “we”, “us”, or “our”) for the use of our software services and associated documentation (collectively, the “Services”).
By accessing or using the Services, you agree to be bound by the terms and conditions of this Agreement. Acknowledged that you have read and understood these Terms. Represent and warrant that you have the authority to enter into these Terms.
If you do not agree to the terms of this Agreement, do not use the Services.
Precedence and Entire Agreement
These Terms, together with any Order Forms, Service Schedules, and other documents expressly incorporated by reference, constitute the entire agreement between you and the Company.
In the event of any conflict or inconsistency between these Terms and any other document, the following order of precedence shall apply: a) Order Forms b) Service Schedules c) These Terms d) Any other incorporated documents
DEFINITIONS
In this Agreement, unless the context otherwise requires:
“Account” means the user account and associated credentials created to access and use the Services.
“Agreement” means these Terms of Service, including any attachments, addenda, and amendments hereto.
“API” means any application programming interface made available as part of the Services, including all associated documentation and materials.
“Authorized User” means any individual or entity granted access to use the Services through your Account in compliance with this Agreement.
“Company Materials” means any software, APIs, documentation, content, or other materials provided by the Company in connection with the Services.
“Confidential Information” means any non-public information disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects, which is designated as “Confidential,” “Proprietary” or some similar designation, or should reasonably be understood to be confidential given the nature of the information and circumstances of disclosure.
“Documentation” means any user manuals, technical documents, and other materials provided by the Company describing the use, operation, and functionality of the Services.
“Effective Date” means the earlier of (a) the date you first accept this Agreement, or (b) the date you first use the Services.
“Fees” means all charges and fees payable by you to the Company for access to and use of the Services, including any subscription fees, usage-based fees, and additional charges as described in the applicable service documentation or order form.
“Intellectual Property Rights” means all intellectual property rights throughout the world, whether existing under statute or at common law or equity, now or hereafter in force or recognized, including: (i) copyrights, trademarks, trade secrets, patents, and other proprietary rights; (ii) the rights of priority and protection of confidential information; and (iii) all registrations, applications, renewals, extensions, continuations, divisions, reissues, or improvements of the foregoing.
“Services” means the Company’s software services, APIs, and associated documentation that are ordered by you or provided to you under this Agreement.
“User Data” means any data, information, or material provided or submitted by you or your Authorized Users to the Services in the course of using the Services.
- License Grant
Subject to the terms of this Agreement, the Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your personal or internal business purposes. - Restrictions
You agree not to, and you will not permit others to:
a) License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Services or make the Services available to any third party.
b) Modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services.
c) Remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of the Company or its affiliates, partners, suppliers or the licensors of the Services.
- Intellectual Property Rights
The Services, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights are, and shall remain, the sole and exclusive property of the Company. - User Data
You retain all rights and ownership of your data. The Company does not claim ownership over any of your data. However, by using the Services, you grant the Company a worldwide, royalty-free, non-exclusive license to use, reproduce, modify, adapt, publish, transmit, and distribute your data solely for the purpose of providing and improving the Services. - Subscription Terms
5.1. Subscription Model: Our Services are provided on a subscription basis. You agree to pay the subscription fees as outlined on our pricing page or as agreed upon in a separate written agreement.
5.2. Billing Cycle: Subscriptions are billed in advance on a monthly or annual basis, depending on the plan you choose. You will be billed on the same date each month or year, corresponding to the commencement of your subscription.
5.3. Renewal: Your subscription will automatically renew unless you cancel it at least 24 hours before the end of the current billing period.
5.4. Cancellation: You may cancel your subscription at any time through your account settings or by contacting our customer support. Upon cancellation, you will continue to have access to the Services until the end of your current billing period, but you will not receive a refund for any unused portion of your subscription.
5.5. Price Changes: We reserve the right to change our subscription fees. Any price changes will be communicated to you in advance and will take effect at the next billing cycle.
- Usage-Based Billing Terms
6.1. Usage Model: Certain Services are provided on a usage-based billing model. You agree to pay fees based on your actual usage of the Services, calculated according to the rates specified on our pricing page or as agreed upon in a separate written agreement.
6.2. Billing Cycle: Usage charges are calculated and billed monthly in arrears. You will receive an invoice detailing your usage and corresponding charges within the first five (5) business days of each month for the previous month’s usage.
6.3. Usage Measurement: Usage is measured and recorded continuously throughout the billing period. The specific metrics and measurement methods for each Service are defined in our documentation and/or your service agreement.
6.4. Payment Terms: Payment for usage-based invoices is due within thirty (30) days of the invoice date, unless otherwise specified in a separate agreement. We reserve the right to suspend Services if payment is not received by the due date.
6.5. Usage Limits: We may implement usage limits or thresholds for certain Services. You will be notified when approaching these limits. Exceeding usage limits may result in additional charges or service restrictions.
6.6. Usage Monitoring: You will have access to tools and dashboards to monitor your current usage and estimated charges. While we strive to provide accurate real-time usage data, the final billable amount will be based on the complete usage calculations at the end of each billing period.
6.7. Disputes: Any disputes regarding usage calculations or charges must be submitted in writing within fifteen (15) days of the invoice date. You agree to provide reasonable documentation to support any disputed charges.
6.8. Rate Changes: We reserve the right to modify our usage-based rates and fee structure. Any changes will be communicated to you at least thirty (30) days in advance and will take effect in the billing cycle following the notice period.
6.9. Service Termination: You may terminate usage-based Services at any time by providing 30 days written notice. Upon termination, you will be responsible for paying all charges incurred up to the effective date of termination.
- User Obligations
7.1. Account Security: You are responsible for maintaining the confidentiality of your account and password. You agree to notify us immediately of any unauthorized use of your account.
7.2. Accurate Information: You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.
7.3. Compliance with Laws: You agree to use the Services in compliance with all applicable laws, regulations, and third-party rights.
7.4. Data Responsibility: You are responsible for regularly backing up your data. While we implement reasonable data backup and recovery procedures, we cannot guarantee the preservation of your data in all circumstances.
- Acceptable Use and Fair Use Policy
8.1 Purpose and Scope
This Acceptable Use and Fair Use Policy (“Policy”) establishes the governing principles and requirements for using the Services. The Company has designed this Policy to maintain a reliable, secure, and equitable operating environment for all users. Your compliance with this Policy is mandatory and constitutes a fundamental condition of your use of the Services. By accessing or using the Services, you explicitly agree to abide by all terms contained within this Policy.
8.2 General Principles
8.2.1 Lawful Use Your use of the Services must comply with all applicable local, state, national, and international laws and regulations. You acknowledge and agree that you are solely responsible for ensuring your use of the Services adheres to all applicable legal requirements. The Company reserves the right to suspend or terminate access to the Services if it reasonably believes your use violates any applicable laws or regulations.
8.2.2 Fair and Reasonable Use The Services are intended and designed for normal and reasonable business operations. Your usage patterns should align with standard business practices within your industry and be consistent with typical operational patterns for organizations of similar size and nature. The Company maintains sole discretion in determining what constitutes fair and reasonable use based on system capacity, technical limitations, and the collective needs of all users.
8.3 Prohibited Activities
8.3.1 System and Security Violations You must not attempt to gain unauthorized access to any aspect of the Services or their underlying infrastructure. Any interference with or disruption to the integrity or performance of the Services is strictly prohibited. You shall not attempt to evade or circumvent any limitations, quotas, or security measures implemented within the Services. The introduction of any malicious code, viruses, trojans, malware, or other harmful materials is expressly forbidden. Security assessments, including but not limited to security scans or penetration tests, may only be conducted with prior written authorization from the Company.
8.3.2 Content and Communication The transmission or storage of any content through the Services must adhere to professional standards of conduct. You shall not upload or transmit any material that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable. The promotion or distribution of hate speech, discrimination, or extremist views is strictly prohibited. Adult content, including pornographic material, and excessively violent content are not permitted. You must not impersonate any person or entity or make false or misleading statements regarding your identity or affiliations.
8.3.3 Technical Abuse Your technical interaction with the Services must remain within reasonable operational parameters. The implementation of excessive or aggressive API calls that exceed normal usage patterns is prohibited. The use of automated scripts, bots, or other automated interaction methods requires prior authorization from the Company. You shall not attempt to circumvent any usage limits, quotas, or technical restrictions. Reverse engineering, decompiling, or attempting to derive source code from any part of the Services is expressly forbidden. Automated data collection methods, including data mining and scraping, are not permitted without explicit authorization.
8.3.4 Business Conduct The Services must be used in accordance with ethical business practices. Engaging in fraudulent or deceptive practices is strictly prohibited. You shall not conduct unauthorized commercial activities through the Services or use them to violate any third-party rights, including intellectual property rights. The distribution of spam or unsolicited communications is forbidden. The Services may not be used for high-risk activities that are unsuitable for cloud-based services or that could result in serious harm if system failure occurs.
8.4 Fair Use Guidelines
8.4.1 Resource Usage Management Users must maintain reasonable usage patterns according to their service tier specifications. This includes operating within documented API rate limits and quotas, implementing recommended caching strategies, and following efficiency best practices provided in the Documentation. Large-scale or bulk operations should be scheduled during designated off-peak hours to minimize system impact. The Company provides usage guidelines specific to each service tier, and users are expected to operate within these parameters.
8.4.2 Storage and Processing Optimization Users are responsible for maintaining appropriate data storage volumes commensurate with their service tier. This includes implementing effective data lifecycle management practices, regularly removing unnecessary or outdated data, and optimizing query and processing operations. The Company reserves the right to establish storage limits and may require users to reduce storage usage if it exceeds reasonable levels for their service tier.
8.4.3 Monitoring and Compliance Framework The Company maintains active monitoring of service usage patterns to ensure system health and performance. Users have access to regular usage reports through their dashboard, providing transparency into their service utilization. The Company may provide recommendations for usage optimization and will issue automated alerts when usage approaches defined limits. Users are expected to respond to such notifications and take appropriate action to maintain compliance with this Policy.
8.5 Enforcement and Remedies
8.5.1 Investigation Authority The Company maintains the right to monitor compliance with this Policy and investigate any suspected violations. During investigations, the Company may request information and cooperation from users regarding specific incidents or usage patterns. The Company may implement technical measures to prevent or address Policy violations, including but not limited to traffic filtering, blocking, or service limitations.
8.5.2 Enforcement Actions and Procedures The Company employs a progressive enforcement approach to Policy violations. Initial responses typically involve notifications and warnings, followed by requests for corrective action. Continued or serious violations may result in temporary service limitations or suspension. In cases of severe or repeated violations, the Company reserves the right to terminate service access permanently. The Company retains sole discretion in determining appropriate enforcement actions based on the nature and severity of violations.
8.5.3 Appeals and Dispute Resolution Users may appeal enforcement actions through established dispute resolution procedures. Appeals must be submitted in writing and include relevant supporting documentation. The Company will review appeals in good faith but maintains final decision-making authority regarding Policy enforcement.
8.6 Policy Updates and Communication
The Company reserves the right to modify this Policy at any time. Users will receive notification of significant Policy changes at least 30 days before implementation. Continued use of the Services following Policy updates constitutes acceptance of the modified terms. Users are responsible for regularly reviewing this Policy to ensure compliance with current requirements.
8.7 Reporting Violations
Users should report suspected Policy violations to admin@tptsolutions.co.nz. Reports should include detailed information about the suspected violation, including relevant evidence and contact information for follow-up. The Company will investigate reports promptly while maintaining appropriate confidentiality of reporting sources.
- Data Protection and Security
Data Processing
a) We process your data in accordance with our Privacy Policy and applicable data protection laws. b) For users in the European Economic Area (EEA), we comply with GDPR requirements. c) For users in other jurisdictions, we comply with applicable local data protection laws.
Data Security
a) We implement industry-standard security measures to protect your data. b) These measures include:
Encryption of data in transit and at rest
Regular security assessments and penetration testing
Access controls and authentication mechanisms
Regular backup procedures
Incident response procedures
Data Storage and Transfer
a) Your data may be stored and processed in New Zealand or other countries where we maintain facilities. b) By using our Services, you consent to the transfer of your data to these locations. c) We ensure appropriate safeguards are in place for international data transfers.
Data Retention
a) We retain your data for as long as necessary to provide our Services. b) Upon termination, we may retain data as required by law or for legitimate business purposes. c) We will securely delete or anonymize data when no longer needed.
- Third-Party Services
The Services may display, include or make available third-party content or provide links to third-party websites or services. You acknowledge and agree that the Company is not responsible for any Third-Party Services, including their accuracy, completeness, timeliness, validity, legality, decency, quality or any other aspect thereof. - Privacy Policy
Please refer to our Privacy Policy for information on how we collect, use and disclose information from our users. You acknowledge and agree that your use of the Services is subject to our Privacy Policy. - Term and Termination
This Agreement shall remain in effect until terminated by you or the Company. The Company may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice. This Agreement will terminate immediately, without prior notice from the Company, in the event that you fail to comply with any provision of this Agreement. - Disclaimer of Warranty
The Services are provided to you “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Services. - Limitation of Liability
To the extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever, including, but not limited to, damages for loss of profits, loss of data or other information, business interruption, or any other pecuniary loss arising out of or in connection with the use of or inability to use the Services. - Dispute Resolution
15.1. Informal Resolution: Before initiating any formal legal proceeding, you agree to first contact us and attempt to resolve any disputes informally.
15.2. Mediation: If informal discussions fail to resolve the dispute within 30 days, either party may initiate mediation. The mediation shall: a) Be conducted in Auckland, New Zealand, unless otherwise agreed b) Be conducted by a mediator mutually agreed upon by the parties c) Be conducted in English d) Have costs shared equally between the parties
15.3. Arbitration: If mediation fails to resolve the dispute within 60 days of the mediator’s appointment, the dispute shall be referred to and finally resolved by arbitration in accordance with the Arbitration Act 1996 (NZ). The arbitration shall: a) Be conducted in Auckland, New Zealand b) Be conducted by a single arbitrator appointed by mutual agreement c) Be conducted in English d) Have costs allocated as determined by the arbitrator
15.4. Court Proceedings: Nothing in this section prevents either party from seeking urgent injunctive relief from a court of competent jurisdiction.
15.5. Class Action Waiver: You agree to resolve disputes with us on an individual basis. You agree that you will not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.
- Force Majeure
16.1. Neither party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) to the extent such failures or delays are proximately caused by: a) Natural disasters or acts of God b) Wars, riots, terrorist activities, and civil commotions c) Government restrictions or interventions d) Strikes, lockouts, and other industrial disturbances e) Epidemics, pandemics, or public health emergencies f) Internet service provider failures or delays g) Denial of service attacks or similar cyber attacks h) Other causes beyond the reasonable control of the party whose performance is affected
16.2. A party whose performance is affected by a force majeure event shall: a) Promptly notify the other party in writing b) Take reasonable steps to minimize the impact of the event c) Resume performance as soon as reasonably possible
16.3. If a force majeure event continues for more than 30 consecutive days, either party may terminate this Agreement upon written notice to the other party.
17. Service Modifications
- 17.1. Right to Modify: The Company reserves the right, at its sole discretion, to modify, update, enhance, reduce, suspend, or discontinue any part of the Services at any time with or without notice.
- 17.2. Continued Use: Your continued use of the Services after any modification constitutes your acceptance of the modified Services. If you do not agree to the changes, your sole remedy is to terminate your use of the Services.
- 17.3. System Maintenance: The Company may temporarily suspend the Services for scheduled or emergency maintenance. We will make reasonable efforts to: a) Schedule maintenance during non-peak usage hours b) Provide advance notice for scheduled maintenance where possible c) Minimize service disruptions
18. Indemnification
18.1. Your Indemnification Obligations: You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to: a) Your violation of this Agreement b) Your User Data or any material uploaded or provided by you c) Your use of the Services, including use by any third party using your account d) Your violation of applicable laws, rules, or regulations e) Your negligent or willful misconduct f) Any claim that your User Data or use thereof infringes upon or misappropriates the intellectual property rights, privacy rights, or other rights of any third party
18.2. Defense and Settlement: The Company reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate with the Company’s defense of such claims. You agree not to settle any such matter without the prior written consent of the Company.
18.3. Survival: Your indemnification obligations shall survive termination of this Agreement.
19. Severability
19.1. Enforceability: If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent necessary so that the remainder of this Agreement will continue in full force and effect.
19.2. Essential Terms: If any provision that is fundamental to the accomplishment of the essential purpose of this Agreement is held invalid or unenforceable, the parties shall promptly negotiate in good faith to replace such provision with a valid provision that approximates the intent and economic effect of the invalid provision as closely as possible.
19.3. No Implied Terms: The invalidity or unenforceability of any provision shall not affect any other provision hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.
20. Waiver
20.1. No Waiver: No failure or delay by the Company in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
20.2. Written Waivers: Any waiver by the Company must be express and in writing and shall not be construed as a waiver of any preceding or succeeding breach of the same or any other provision.
20.3. Equitable Remedies: The rights and remedies provided in this Agreement are cumulative and are not exclusive of any rights or remedies that may be available to the Company at law or in equity.
20.4. Enforcement: The Company’s express waiver of any provision, condition, or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition, or requirement.
21. Independent Contractors
21.1. Relationship: The relationship between you and the Company is that of independent contractors. Nothing in this Agreement shall be construed as creating any agency, partnership, joint venture, employment, or fiduciary relationship between you and the Company.
21.2. No Authority: Neither party has authority to bind the other in any manner whatsoever unless specifically provided in a separate written agreement signed by authorized representatives of both parties.
21.3. No Benefits: You acknowledge that as an independent contractor, you are not entitled to any employee benefits, including but not limited to insurance, retirement plans, or other employment benefits offered by the Company to its employees.
21.4. Tax Responsibility: Each party shall be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority with respect to its performance under this Agreement.
21.5. No Representations: Neither party shall make any representations or warranties on behalf of the other party without the other party’s prior written consent.
22. Electronic Communications
22.1. Consent to Electronic Communications: By using the Services, you consent to receive all communications, notices, agreements, disclosures, or other information from the Company electronically, including but not limited to: a) Service announcements and updates b) Billing and payment information c) Legal notices and amendments to this Agreement d) Customer support communications e) Marketing communications (subject to your marketing preferences)
22.2. Methods of Electronic Communication: Electronic communications may be delivered via: a) Email to your registered email address b) Text messages to your registered mobile number (where applicable and with specific consent) c) In-app notifications or messaging systems within the Services d) Posting on the Company’s website or user dashboard
22.3. Withdrawal of Consent: You may withdraw your consent to receive electronic communications by contacting admin@tptsolutions.co.nz. However, the Company reserves the right to terminate your access to the Services if you withdraw consent to receive essential service communications electronically.
22.4. Updating Contact Information: You are responsible for promptly updating your account information if your email address or other contact information changes. The Company shall not be liable for any communications not received due to outdated contact information.
22.5. Records Retention: The Company will retain electronic communications in accordance with applicable laws and its records retention policies. You are encouraged to print or download copies of important communications for your personal records.
23. Late Payment and Penalties
23.1. Late Payments: Any payment not received within the due date specified on the invoice shall be considered late and subject to the following:
a) Interest Charges:
Late payments shall accrue interest at 2.5% every 30 days or the maximum rate permitted by law, whichever is lower
Interest is calculated from the due date until the date of full payment
Interest charges will be added to the next invoice
b) Administrative Fees:
A late payment administration fee of NZD $25.00 will be charged for each late payment
Returned payment or failed direct debit fee of NZD $35.00 per incident
All administrative fees will be added to the next invoice
c) Payment Plan Fees:
Setting up a payment plan after missing payment: NZD $50.00
Defaulting on a payment plan: NZD $100.00
23.2. Service Impacts:
a) First Notice (1 day after due date):
Courtesy reminder with no penalty
7-day grace period to make payment
b) Second Notice (8 days after due date):
Interest charges begin accruing
Administrative fee applied
Written warning of potential service interruption
c) Final Notice (15 days after due date):
Services may be suspended
Full payment including all penalties required for service restoration
Account flagged for credit review
Account may be referred to collections
All collection costs will be added to the outstanding balance
Services permanently terminated
23.3. Payment Allocation: Payment received shall be allocated in the following order:
a) Outstanding interest charges
b) Administrative fees and penalties
c) Oldest outstanding principal amount
d) Current charges
23.4. Dispute Resolution:
a) Payment disputes must be raised within 15 days of the invoice date b) Disputed amounts will not accrue interest while under review c) If dispute is resolved in Company’s favor, interest will be charged retroactively d) Undisputed portions of any invoice must be paid by the due date
23.5. Remedial Rights:
The Company reserves the right to: a) Require advance payment or security deposit from users with payment history issues b) Modify payment terms for accounts with repeated late payments c) Terminate services for accounts with excessive payment issues d) Report payment defaults to credit reporting agencies
23.6. Recovery Costs:
You agree to pay all costs incurred in collecting overdue amounts, including but not limited to: a) Legal fees and expenses b) Collection agency fees c) Court costs d) Administrative costs associated with collection efforts
24. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of New Zealand, without regard to its conflict of law provisions.
25. Changes to This Agreement
We reserve the right, at our sole discretion, to modify or replace this Agreement at any time.
26. Contact Information
If you have any questions about this Agreement, please contact us at admin@tptsolutions.co.nz
By using the Services, you acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms and conditions.