These Terms were last updated on May 2023.
2. Use of Service Non-Transferable
3. Your Obligations
3.1. You will be invoiced an Access Fee end of each month, for the subscription period from day of the month your subscription started. All invoices will include the Access Fee for the one-month period. Chilli Factor will invoice You monthly until the Agreement is terminated. Invoices will be sent to You by email. Invoice payment is due by You by date of invoice due date typically 20th of the month. All applicable taxes and/or duties must be paid by You. You must only use the Service and Website for Your own lawful internal business activity.
3.2.1 You undertake to keep all usernames and passwords required to access the Service secure and confidential. You undertake to maintain the security of Chill Factor’s information systems, networks and use of the Service including where the Services are hosted by a third party, that third party’s information systems and networks. You undertake to notify Chill Factor immediately of any unauthorised use of Your passwords or any other breach of security and Chill Factor will then reset Your password.
3.2.2 You undertake:
- not to use, or misuse, the Services in any way that may impair the functionality of the Services or Website to Yourself or any other User;
- not to attempt to gain unauthorised access to any materials other than those you have express access to;
- not to transfer, or input into the Website, any: files that may damage any other person’s computing devices or software, content that may offend, or material in violation of any law in any jurisdiction (including material protected by copyright/trademark which You do not have the right to use); and
- not to alter, copy, reproduce, disassemble or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is necessary for the normal purpose of recruitment.
3.3. Data Storage and Limitations
Monthly Data Storage may be limited if it exceeds normal levels of use. Chill Factor reserves the right to make other limitations upon giving reasonable notice either in writing to You or on the Website.
3.4. Communication Tools
You agree to use any communication tools available through the Website only for lawful, legitimate and relevant business purposes. Chilli Factor reserves the right to remove any communications from the Website as it deems necessary.
4.1.1 Each party will preserve the confidentiality of Confidential Information of the other obtained during the course of this Agreement. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to another person, or use the same for its own benefit.
4.1.2 Each party’s obligations under this clause extend termination of the Agreement.
4.1.3 The provisions of clauses 4.1.1 and 4.1.2 shall not apply to any information which:
- is or becomes public knowledge other than by a breach of this clause;
- is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
- is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
- is independently developed without access to the Confidential Information.
5. Intellectual Property
5.1 Chilli Factor reserves ownership of title and Intellectual Property Rights in providing Services, including the Website and all documentation related to the Services.
Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the Chilli Factor Access Fee when it becomes due. Under this agreement, you grant Chilli Factor the licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You.
5.3 Backup of Data
Chilli Factor’s information systems are backed up daily using best practice policy and procedure, however Chilli Factor expressly excludes liability for any loss of Data no matter how it may be caused. No guarantee is provided in this respect.
5.4 Data and Third Parties
If You enable third-party applications, You acknowledge that Chilli Factor may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Services. Chilli Factor shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers. A third party has no right to benefit under or to enforce this Agreement.
6. Warranties and Authority
You acknowledge that:
6.2.1 You have authority to use the Services and the Website and to access any information or Data that You input into the Website, including any information or Data input into the Website by any person you have authorised to use the Service. You are also authorised to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own or that of anyone else).
6.2.2 Chilli Factor has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
- You have the right to do so;
- You are responsible for authorising any person who is given access to information or Data, and you agree that Chilli Factor has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address; and
- You will indemnify Chilli Factor against any claims or loss relating to:
- Chilli Factor’s refusal to provide any person access to Your information or Data in accordance with these Terms,
- Chilli Factor’s making available information or Data to any person with Your authorisation.
- The provision of, access to, and use of, the Services is on an “as is” basis and at Your own risk.
- Chilli Factor does not warrant that the use of the Service will be uninterrupted at all times. Service is reliant upon telephone and internet services which can be unpredictable at times and which may interfere with service from time to time. Chilli Factor does not provide a guarantee in this respect.
- You are liable for complying with all applicable employment and privacy laws.
6.2.3 No Warranty.
Chilli Factor does not provide a warranty for Services. You are responsible for ensuring that the Services meet Your requirements and purpose.
6.2.4 No Consumer Guarantee
Any legislated consumer guarantees intended to protect non-businesses in any jurisdiction do not apply to the Services, the Website or the Agreement.
7.1 To the maximum extent permitted by law, Chilli Factor excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
7.2 If You suffer loss or damage as a result of Chilli Factor’s negligence or failure to comply with these Terms, any claim by You will be limited to the Access Fees paid by You in the previous 12 months.
8. Termination of Subscription
8.1 The agreement shall commence on the first date of sign up and shall end upon termination of subscription.
8.2 The subscription period is monthly.
- breach any of these Terms and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
- breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of any payment of Access Fees that are more than 30 days overdue); or
- You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction, Chilli Factor can
- Terminate this Agreement and Your use of the Services and the Website;
- Suspend for any period of time, Your use of the Services and the Website;
- Suspend or terminate access to all or any Data.
- Take any of the actions of this clause 8(4) in respect of any or all other persons whom You have authorised to have access to Your information or Data.
If payment of any invoice for Access Fees due in relation to any of Your Billing Contacts, Billing Plans or any of Your third parties is not made in full by the due date, Chilli Factor may: suspend or terminate Your use of the Service, including the right for all or any of Your third parties to use the Service, or Your rights of access to any Data.
9. Help Desk
9.1 Technical Issues
You undertake to make all reasonable efforts to investigate and diagnose all technical problems before contacting Chilli Factor for help.
9.2 Interruption To Service
Chilli Factor reserves the right to complete website maintenance and development from time to time. If Chilli Factor needs to interrupt Services for a longer period of time, it will publish notice in advance on the Website through the help centre – support.chillifactor.co.nz.
10.1 Any Prior Agreements Are Superseded
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. Any waiver must be given in writing.
10.3 Failure In Performance
If a delay or failure in performance occurs outside the parties reasonable control, neither party shall be liable. This clause does not apply to the payment of any monies.
10.4 No Assignment
You may not assign or transfer any rights to any other person or entity without Chilli Factor’s prior written consent.
This Agreement is governed by the laws of New Zealand.
All notices must be given in writing to both parties supplied email addresses.