Contract for Service
Datanow engages customers with a Contract for Service. This document is based on our standard terms and conditions (scroll down to read it) but is often adjusted to suit a particular business context.
Privacy and Sharing Principles
All details regarding privacy and data use are therefore signed off in that Contract for Service. But our overarching principles are:
- Data collected belongs to the customer.
- The Datanow platform, including all design elements belong to Datanow.
Use of Data
Identifiable data is used to….
- Assist our Customer Support staff to answer questions raised by customers.
- Aid in troubleshooting. This may include sharing information with other businesses who supply IoT data and/or integrate it with other systems.
Non-identifiable data is used…
- To monitor the performance of the platform as a whole.
- To measure engagement with Datanow platform and plan a feature roadmap.
- In aggregate analysis across industry verticals for the purpose of developing standards, trends and benchmarking.
Data is never…
- Used for marketing purposes.
- Sold to other parties.
- Shared with other companies unless they are directly involved in supporting Datanow or have been granted access by a customer.
Storage and security
Data collected is stored in New Zealand by a specialised infrastructure providers. The database is continuously monitored by us, and by an independent third party. We reserve the right to change those arrangements in future and commit to following industry best practises as pertains to a business of Datanow’s type and scale.
Contract for Service
Below are our standard terms and conditions. They can be adjusted to suit a particular business context.
1.1 “The Data Monitoring Proposal” means the specification of the data collection system in Schedule One to be installed in the Customer’s premises.
1.2 “The Equipment” means physical hardware for collecting the data specified in the Data Monitoring Proposal and installed in the Customer’s premises.
1.3 “The Platform” means Datanow hardware and systems.
1.4 “The Reports” means the data collected and presented to the Customer in the form agreed and includes any data modified as requested by the Customer before presentation.
1.5 “The Service” means the Platform, the Equipment, the Data Monitoring Proposal, and the Reports.
2 The Services
2.1 Datanow will collect, analyse and present to the Customer its data in the form agreed by the applications more particularly described in the Data Monitoring Proposal set out in Schedule One.
2.2 Datanow may lease to the Customer the Equipment to collect, monitor and present the data and may install or arrange the installation of and maintain the Equipment at the Customer’s premises specified in Schedule One.
2.3 Datanow will provide the Reports to the Customer via web, email or mobile telephone link as agreed with the Customer and recorded in Schedule One.
3 The Term
3.1 This agreement shall come into force on the Commencement Date and shall continue in force for the minimum term specified in Schedule Two and thereafter shall remain in force until either party gives 24 hours notice of termination commencing from delivery of a notice in accordance with clause 17.
4 Payment and Default
4.1 The Customer will pay monthly to Datanow the fees for the Service set out in Schedule Three. Payment will be made on or before the 20th of the month following the date of the invoice from Datanow (“Due Date”).
4.2 All fees for the Service are quoted GST exclusive.
4.3 Save as provided in clause 4.2 in the event that the Customer fails to pay any invoice by Due Date then:
i. The Customer shall pay upon demand by Datanow interest at the rate of 2% per month on the outstanding balance from Due Date until payment of all outstanding fees is made; and
ii. Datanow may terminate the Service either from the date of failure until payment or at its election by notice in writing permanently in which case the provisions of clause 5.1 shall apply.
4.4 Datanow may at its option terminate this agreement immediately by notice in writing if the Customer becomes insolvent, commits an act of bankruptcy, has a receiver appointed over all or any part of its assets, or makes or is likely to make an arrangement with its creditors, has a liquidator appointed (provisional or otherwise) or is placed in statutory or official management.
5 Access to Premises
5.1 For instances where Datanow leases equipment to the customer as part of the service, Datanow may need access to site during the Term specified in Schedule Two and for 48 hours thereafter have license to enter the Customer’s premises where the Equipment may be installed or stored for the purposes of:
i. Installation of Equipment or replacement of Equipment;
ii. Maintenance, repair or adjustment of Equipment;
iii. Removal of Equipment
and the Customer shall not take any steps which might hinder or obstruct that license and upon request of Datanow shall provide any key, code or electronic access information or object (“Access Authority”) necessary to ensure that such right can be exercised.
5.2 Datanow shall receive and maintain securely any Access Authority provided to enable access to the Customer’s premises and shall return such Authority to the Customer and not make or retain any copy of such Access Authority beyond 48 hours after termination or the recovery of its Equipment whichever shall be the later.
6 Software and Equipment
6.1 Datanow warrants that at all material times it holds all the necessary software license agreements to enable delivery of the Service and that it is the owner of the Equipment supplied to the Customer.
6.2 Notwithstanding clause 6.5 Datanow will at its expense during the Term maintain the Platform and any leased Equipment where such work is necessitated by malfunction not caused by any action of the Customer, its servants, agents or invitees.
6.3 Datanow shall have the right from time to time during the Term to make changes and upgrades to the Platform, its website and the Reports delivered by the Service but shall throughout ensure that the integrity of the Data Monitoring Proposal is maintained for the benefit of the Customer.
6.4 Where Datanow leased equipment is in the Customer’s possession the Customer shall not:-
i. Attempt to sell, assign, mortgage, charge or otherwise deal with or part with possession or control of the Equipment; and
ii. Shall not alter or make any additions or changes to the Equipment.
6.5 Risk in the Equipment installed in the Customer’s premises passes to the Customer upon installation and in the event of loss or damage to the Equipment arising howsoever from the Customer’s use of its premises or from third party intervention, action or default the Customer shall reimburse Datanow for the full cost of repair or replacement.
7 Consumer Guarantees Act
7.1 The Services are supplied by Datanow for business purposes and the Customer acknowledges that the provisions of the Consumer Guarantees Act 1993 do not apply.
8 Force Majeure
8.1 Datanow shall not be deemed to be in breach of this Agreement if the breach is caused by any reason beyond its control (force majeure).
9 Limitation of Liability
9.1 Notwithstanding anything in this agreement, its schedules or the Data Monitoring Proposal or at law or at equity to the contrary, Datanow (including without limitation its directors, servants, agents or contractors) will not be liable to the Customer for any direct, indirect or consequential loss or damage suffered by the Customer arising howsoever from the installation, use, misuse or supply, non-supply, interruption or cessation of the service to the Customer, the loss, release or publication of any data by fault or failure of any part of the Service or any programme, website, hosted webserver or electronic or telecommunications media of any nature.
9.2 In the event that any limitation of liability contained in this clause or this agreement is held to be invalid or not to apply for any reason then any liability arising for Datanow by reason of such invalidity, partial invalidity or inapplicability shall in all things be limited to the sum of the fees chargeable for the Service for the minimum Term specified in Schedule Two.
10 Privacy, Confidentiality and Intellectual Property
10.1 Datanow shall keep confidential and shall not during the Term of this agreement or any time thereafter disclose, publish or in any way disseminate information concerning the Customer or its business or its collected data to any person, organisation, company or authority except when under a legal obligation to do so or in the performance of the Customer’s instructions to do so.
10.2 Property in the data collected shall pass to the Customer upon delivery of the data to the Customer. Copyright in the format in which the data is presented shall remain the property of Datanow notwithstanding delivery of the data and payment for the Service.
10.3 All data collected by the platform, both personal and IoT (Internet of Things) can be used by Datanow to deliver its service. This includes both direct activities such as customers support/success as well as Platform feature improvement and Platform performance review work.
10.4 Nothing in this agreement shall operate or be construed to pass ownership or copyright in any programme, form, getup or style of presentation, to the Customer.
11.1 No variation or amendment to this agreement is effective unless it is in writing and signed by the parties.
12 Entire Agreement
12.1 This Agreement and its Schedules records the entire contractual engagement between the parties relating to the matters dealt with and supersedes all previous arrangements whether written, oral or both relating to such matters.
13.1 The Customer may not transfer or assign any of its rights under this agreement to any other party without the prior written consent of Datanow.
13.2 Datanow may transfer or assign any of its rights under this agreement to any other party upon giving notice to the Customer.
14.1 This Agreement is entered into for the benefit solely of the parties to it. The Customer therefore indemnifies Datanow against any claim by any third party claiming remedy through the Customer under this Agreement.
15 Governing Law
15.1 This Agreement is governed by the laws of New Zealand and the parties submit to the exclusive jurisdiction of the New Zealand Courts in respect of all matters relating to it.
16 Dispute Resolution
16.1 If at any time hereafter any dispute, doubt or question shall arise between the Customer and Datanow touching the construction, meaning and effect of this agreement or the rights or liabilities of the Customer or Datanow under this agreement, then such dispute shall be referred to the mediation of a member of Leadr agreed by the parties.
17.1 Any notice required to be given by this agreement will be given in writing and shall be delivered by hand, by email or by post to the address of the party specified below and in the case of post shall be taken to be delivered two business days after posting and in the case of email 12 hours after dispatch.
17.2.Notices for Datanow may be delivered:- By email to firstname.lastname@example.org ;
or by post/courier to the physical address for E V Solutions Ltd as listed on the NZ Companies Register Website.
17.3.Notices for the Customer may be delivered to:-