Clarinspect Terms & Conditions

2. Clarinspect Terms of Service

2.1 Definitions

Clarinspect Service - the Clarinspect main web application and mobile software provided by Clarinspect for the purpose of managing your Audit, Inspection and Assessment workflow.

Implementation Service - works undertaken to make the Clarinspect Service produce data and reports to support your business activities.

Assessment - A single Feature or combination of Features that represents the data that must be recorded in undertaking an Assessment or Inspection.

Feature - A definition in the Clarinspect Service of the data that describes an Asset, Item or Business Activity.

Library - A Collection of Features created by Clarinspect, or You.

Work Package - The Assignment of Assessments to Staff.

Clarinspect - Clarinspect Limited, a New Zealand GST registered company.

Software - A mobile “App” or application that you download to your Device in order to use the Clarinspect Service.

Support - Technical support from Clarinspect provided via email, video, or any Clarinspect Service branded materials.

Your Data - business data and files that you submit to Clarinspect for the purposes of defining Assessments in order to achieve your business outcome, and the data that is generated in undertaking Assessments.

You - the licensed user and / or organisation engaging with Clarinspect

Your User Account - Your profile secured by your email address and password. ('account')

Organisation - the company engaging with Clarinspect, and that pays for Clarinspect licensing, also referred to as The Buyer.

The Buyer - the one that licenses and pays for Clarinspect.

2.3 Software and Updates

Some use of our Service requires you to download the Software. Clarinspect grants you a limited, nonexclusive, non-transferable, revocable license to use the Software solely to access the Services. Our Services may update the Software on your Device automatically when a new version is available.

2.5 Billing / Payment Terms

You are free to use the Clarinspect Service at no cost on a trial basis in accordance with this agreement and with any additional terms and conditions relating to free trials displayed on Clarinspect’s website from time to time or communicated to you via email or a formal proposal.

If you wish to continue to use the Services you agree to pay the applicable charges. These will be as outlined on the website when you sign up and subsequently confirmed to you by email, or as otherwise agreed with you and confirmed by email.

The fees for your account will be billed from the date your trial ends and your organisation confirms it will proceed as a full client (or as otherwise agreed by email) until you cancel your account or Clarinspect terminates your account. If your organisation is on a month-by-month plan then Charges are billed in arrears on the last day of the month. Annual licensing is available and is invoiced for a twelve month period as agreed by email. Fees become payable by 20th of the month following the month of the date of any invoice. All fees and charges are non-refundable and there are no refunds or credits for partially used periods.

Clarinspect may change the fees and charges payable under these terms and conditions, or add new fees and charges from time to time, but we will give you advance notice of these changes by email.

Overdue amounts / defaulted payments

This clause relates to any payments overdue on any invoice, not limited to Clarinspect Service licensing or Implementation Service invoices.

Where amounts become overdue Clarinspect may restrict service functionality, suspend access, or terminate the account that has overdue payments.

At seven days overdue you will get a payment reminder. At fourteen days overdue you will get another reminder; this one will be a seven day notice to pay. Between fourteen and twenty-one days overdue all users of company accounts that have overdue fees will be notified that the service for that company will be ceasing. At twenty-one days overdue Service provision will cease.

In all eventualities Clarinspect reserves the right to pass any overdue invoices and amounts over to a credit agency for debt recovery at any point. In this case you will be responsible for any and all costs incurred in the recovery of the overdue payment.

Where an account repeatedly leaves payment until the invoice is overdue Clarinspect also reserves the right to adjust their ongoing fee rates for that account, and/or change the payment terms from in arrears to in advance.

2.7 Ownership Of Website Account And Security

You are responsible for maintaining the security of Data gathered and your Clarinspect Account, and You are fully responsible for all activities that occur under the account and any other actions taken in connection with your Clarinspect Account. You agree to immediately notify Clarinspect of any unauthorized uses of the Account or any other breaches of security. Clarinspect cannot and will not be liable for any loss or damage from Your failure to comply with this security obligation. You agree that under no circumstances will Clarinspect be liable, in any way, for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.

2.9 Privacy

By using our Services you provide us with business data and files that you submit to Clarinspect for the purposes of defining Features for your Assessments (together, “Your Data”). You retain full ownership to Your Data. We don’t claim any ownership to any of it. These Terms do not grant us any rights to Your Data or intellectual property except for the limited rights that are needed to run the Services.

We may need your permission to do things you ask us to do with Your Data, for example, helping with merging data into reports.

You give us the permissions we need to do those things required solely to benchmark, measure and provide the Services. This permission also extends to trusted third parties we work with to provide the Services, for example Amazon, which provides our servers and storage space (again, only to provide the Services).

Clarinspect will never sell or otherwise make available any of Your Data.

All transactions on the Clarinspect web site are conducted under the industry standard SSL (Secure Socket Layer) protocol to ensure your privacy protection.

Clarinspect have the right to list you as a client, and display your logo unless you specifically request otherwise. Clarinspect also have the right to request quotes, references or other recommendations from you for use in their marketing.

In addition,

2.9.1 All emails, documents, images or other recorded information held or used by Clarinspect may be Personal Information as defined and referred to in clause 2.9.3 and therefore considered confidential. Clarinspect acknowledges its obligation in relation to the handling, use, disclosure and processing of Personal Information pursuant to the Privacy Act 2020 (“the Act”) including Part II of the OECD Guidelines and as set out in Schedule 5A of the Act and any statutory requirements where relevant in a European Economic Area “EEA” then the EU Data Privacy Laws (including the General Data Protection Regulation “GDPR”) (collectively, “EU Data Privacy Laws”). Clarinspect acknowledges that in the event it becomes aware of any data breaches and/or disclosure of the Buyers Personal Information, held by Clarinspect that may result in serious harm to the Buyer, Clarinspect will notify the Buyer in accordance with the Act and/or the GDPR. Any release of such personal information must be in accordance with the Act and the GDPR (where relevant) and must be approved by the Buyer by written consent, unless subject to an operation of law.

2.9.2 Notwithstanding clause 2.9.1, privacy limitations will extend to Clarinspect in respect of Cookies where transactions for purchases/orders transpire directly from Clarinspect’s website. Clarinspect agrees to display reference to such Cookies and/or similar tracking technologies, such as pixels and web beacons (if applicable), such technology allows the collection of Personal Information such as the Client’s:

a) IP address, browser, email client type and other similar details;

b) tracking website usage and traffic; and

c) reports are available to Clarinspect when Clarinspect sends an email to the Buyer, so Clarinspect may collect and review that information (“collectively Personal Information”)

In order to enable / disable the collection of Personal Information by way of Cookies, the Client shall have the right to enable / disable the Cookies provided in their browser prior to proceeding with a purchase/order via Clarinspect’s website.

2.9.3 The Buyer authorises Clarinspect or Clarinspect’s agent to:

(a) access, collect, retain and use any information about the Buyer;

(i) (including, name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), and other contact information (where applicable), previous credit applications, credit history or any overdue fines balance information held by the Ministry of Justice) for the purpose of assessing the Buyer’s creditworthiness; or

(ii) for the purpose of marketing products and services to the Buyer.

(b) disclose information about the Buyer, whether collected by Clarinspect from the Buyer directly or obtained by Clarinspect from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the Buyer.

2.9.4 Where the Buyer is an individual the authorities under clause 2.9.3 are authorities or consents for the purposes of the Privacy Act 2020.

2.9.5 The Buyer shall have the right to request Clarinspect for a copy of the Personal Information about the Buyer retained by Clarinspect and the right to request Clarinspect to correct any incorrect Personal Information about the Buyer held by Clarinspect.

2.11 No Resale Of The Service

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without Clarinspect’s prior express written permission.

2.13 No Warranties Or Representations By Clarinspect

You understand and agree that the Service is provided "as is" and Clarinspect expressly disclaims all warranties of any kind, express or implied, including without limitation any warranty of merchantability or fitness for a particular purpose. Clarinspect makes no warranty or representation, other than the refund specified in the following clause, regarding the results that may be obtained from the use of the Service, the security of the Service, or that the Service will meet any user's requirements. Use of the Service is at Your sole risk. You will be solely responsible for any damage to you resulting from the use of the Service. The entire risk arising out of use, security or performance of the Service remains with you. No oral or written information or advice given by Clarinspect or its authorized representatives shall create a warranty or in any way increase the scope of Clarinspect's obligations. Without limiting the generality of the foregoing, Clarinspect specifically disclaims any express or implied warranty of fitness for such purposes to the maximum extent permitted by law.

2.15 Indemnity

You agree to indemnify, defend and hold harmless Clarinspect, its affiliates, officers, directors, employees, consultants, agents, suppliers and Resellers from any and all third party claims, liability, damages and/or costs (including, but not limited to, solicitor/client fees as and when incurred) arising from your use of the Service, your use of your Account, your breach of this agreement or the infringement or breach by you or any other user (whether authorised or unauthorised) of your Account, of any intellectual property or other right of any person or entity.

2.17 Limitation Of Liability

In no event will Clarinspect be liable for any special, incidental, indirect, exemplary or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss or damage) arising out of the use of or inability to use the Service, or the provision of or failure to provide technical or other support service, whether arising in tort (including negligence) contract or any other legal theory, even if Clarinspect have been advised of the possibility of such damages.

In the event that the preceding clause does not apply to a particular claim or event, Clarinspect's maximum cumulative liability and your exclusive remedy for any claims arising out of or related to this agreement will be limited to the amount actually paid by you in relation to the month in which you made the claim to Clarinspect.

2.19 Choice Of Law And Forum

This agreement shall be governed by the laws of New Zealand and subject to the exclusive jurisdiction of the courts of Christchurch, New Zealand.

2.21 Entire Agreement

This agreement embodies the entire understanding and agreement between the parties respecting the subject matter of this agreement and supersedes any and all prior understandings and agreements between the parties respecting such subject matter. Clarinspect may change the terms of this agreement at any time by posting modified terms on its website.