Software Subscription Terms & Conditions

The Infusion Software Solution is a browser based online business management and accounting software service developed by Infusion Business Software Limited (we, us or our). These Terms and Conditions (Terms) govern your use of the Services. In these Terms, you and your means the individual or organisation registered to use the Services.

By registering for Services and/or a Service Package you acknowledge you have read, understood and accept these Terms, including the requirement to pay the Fees. By completing the registration process and using our Services you agree with these Terms. We reserve the right to refuse registration to use any Available Services to any person.

You acknowledge that you are responsible for ensuring that the Organisation Administrator and all Registered Users access and use the Services in accordance with these Terms.

Where an individual is registering to use a Service or Software Package on behalf of an organisation, that individual warrants that they have the authority to agree to these Terms on behalf of that organisation.

1. Definitions

In these Terms, unless the context otherwise requires:

Available Services means the full range of online business management and accounting services, features, functionalities, and support that we make available from time to time through the Software and/or the Website to individuals or organisations, whether or not they register to use them;

Compatible Device means a desktop computer, server, laptop, tablet, iPad, smartphone or any other device which has a compatible, up-to-date browser capable of accessing the Websiteand/or operating the Software;

Data means:

(a) any information or data (including personal information) that you or a Registered User input into the Software, including any information or data that you generate through your or a Registered User’s use of the Services; and

(b) any information or data (including personal information) provided to you by a third party that is input into the Software through an interface, including via any electronic data interchange between you and that third party;

Fees has the meaning provided at clause 4.1;

Documentation means all explanatory or instructional materials relating to the Services;

Intellectual Property means all copyright, trademarks, designs, patents, domain names, concepts, know-how, trade secrets, logos and all other similar property and rights anywhere in the world, whether registered or unregistered;

Licence Connections means the number of separate concurrent sessions of the Services that Registered Users may maintain at any one time, each accessed through the Website using a Compatible Device, up to the Sessions Limit.

Organisation Administrator means the person nominated by you and having the responsibilities described in clause 6.8;

Price List means the schedule of Fees available on our website and updated by us from time to time at our discretion;

Registered User means any person who is authorised by the Organisation Administrator to access the Services, whether inside or outside your organisation, and including the Organisation Administrator;

Service Package means the specific combination of Available Services, including any optional add-on modules, that you select and register to use under your account;

Services means the services and support we provide to you under your Service Package, including access to and use of the relevant features and modules of the Software;

Sessions Limit means the maximum number of simultaneous Registered Users accessing the Services;

Software means the business management and accounting applications developed by us, including all current and future versions in object code form, as well as any updates, patches, modifications, replacements, and any add-on modules made available to you for use with the application;

Website refers to any internet site, platform, or web-based interface owned, operated, or controlled by Infusion through which the Services are made available. This includes all associated domains, subdomains, content, functionality, and services provided by the Infusion via the web, whether accessed through a desktop, mobile device, or other internet-enabled means.

2. Provision of the Software as a Service

2.1  To access any Service or Service Package you must complete the initial sign-up process as set out on the Website and provide accurate information as required in that process. We offer different Service and Software Packages, with varying functionality depending on your business needs. Full details of package prices and functionality, including any limitations, are set out on the Website, and may change from time to time. If you wish to change your Service or Software Package at any time, you can do so through the process on the Website.

2.2  Optional add-on modules may be obtained with your Service Package at an additional cost as set out in the Price List. You may need to agree to additional terms and conditions in relation to the use of those modules.

2.3. We may make updates, modifications or additions to the Software from time to time at our discretion. Where access to those updates, modifications or additions requires agreement to additional terms, we will provide notice of those terms and your use of those updates, modifications or additions will constitute acceptance of those terms.

2.4. We may from time to time provide access to certain Services or Software features for testing and feedback purposes (Beta Features). Due to their nature, the Beta Features are provided ‘as is’ and you use them at your own risk. We have no obligation to update, patch or fix any Beta Feature and may withdraw access at any time at our discretion.

3. Licence

3.1  All Intellectual Property rights relating to the Website, the Available Services or the Software, including its content, features and functionality are owned by us or our licensors. No right, title or interest in the Website, the Available Services or the Software or their content, features or functionality is transferred to you. Any use of the Software and the Available Services not expressly permitted by these Terms is a breach of these Terms and may also violate copyright laws.

3.2  Subject to these Terms, you are permitted to use the Services, and we grant you a limited, non-exclusive and non-transferable licence to access and use the Software to the minimum extent necessary for you to use the Services. Your rights to use of the Services is limited to use in respect of the business management and accounting functions of your own business only. All other rights are reserved to us. Your use of the Services includes use of the Services by Registered Users outside of your organisation where such use is for your benefit.

3.3. All Intellectual Property Rights and interests in any new Intellectual Property Rights developed in connection with:

(a) the Services, or in any modification, improvement or other alteration to any Intellectual Property Rights owned by us or to which we have rights;

(b) clauses 8.7 and 8.8; and

(c) ideas, comments, feedback or suggestions relating to the Services or the Software you provide to us; will immediately vest with us. You irrevocably assign to us upon creation all your right, title and interest (if any) in and to such Intellectual Property rights, agree not to challenge our ownership of those Intellectual Property rights, and waives any applicable moral rights which may relate to those Intellectual Property rights.

3.4. You must not at any time:

(a) attempt to copy, alter, modify, replicate, or reverse engineer or enhance the Software, including altering any configuration of the Software without approval or otherwise undermining, harming, disrupting, damaging or disabling the Software;

(b) alter, remove or tamper with any trade mark, patent or copyright notices or any confidentiality or proprietary notice, numbers or other means of identification used on or in relation to the Intellectual Property rights;

(c) register or apply to register any trade marks, domain names that are the same or similar to our Intellectual Property rights;

(d) make any of our Intellectual Property rights available to any third party other than your employees and contractors that are required to use it for the Services or for your internal business operations;

(e) do any act or allow any act to be done that would or might invalidate or be inconsistent with our rights or title in and to the Intellectual Property rights.

4.  Charges and Payments

4.1.  By registering for a Service Package, you agree to pay:

(a) all licensing and other fees associated with the Services as detailed in the Price List, including any volume based or usage fees for add-on modules, and any maintenanceand hosting charges (Subscription Fees); and

(b) all fees for additional requested support, if applicable (Additional Support Fees), 
(together, the Fees)

4.2  As part of the registration process, you will be provided with a Direct Debit authority form for payment of the Fees. Completion, return and ongoing maintenance of a valid Direct Debit authority is a condition of your right to access and use the Services. We may withhold activation, renewal, or continued access to the Services until a valid Direct Debit authority has been received and approved.

4.3. The Fees will be invoiced monthly in accordance with the Price List. All invoiced amounts must be paid exclusively via Direct Debit.

4.4  Failure by you to complete, return or maintain a valid Direct Debit authority will be deemed to be a default in payment for the purposes of these Terms.
Without prejudice to any other remedy available to us, if you default in payment of theSubscription Fee (including by failing to maintain a valid Direct Debit authority), and such default continues for not less than thirty days after we have given written notice of that default, then, without further notice, we will be entitled to:

(a) disable the accounts of your Registered Users;

(b) terminate your Licence Connections; and

(c) prevent you from accessing any Data, whether electronically or otherwise, as described in clause 13.3.

We will not be liable to compensate you for any losses of revenue, profit or goodwill, damages, costs or any consequential losses from such action.
We reserve the right to recover from you all reasonable costs, disbursements or charges incurred by us in collecting any outstanding Fees or enforcing or attempting to enforce these Terms.

4.5. Without prejudice to any right of termination, we reserve the right to charge interest on overdue payments calculated daily, based on the average non-penalty interest rate charged by our bank for overdraft facilities, plus 2%. By completing the registration process, you expressly accept these Terms and agree to pay all
Fees via Direct Debit and to maintain a valid Direct Debit authority for the duration of the Services.

5. Sessions Limit

5.1 The licence granted under clause 3.2 is limited to the Sessions Limit you have registered and paid for. Any number of Registered Users may use the Services, provided they are accessing the services from a Compatible Device, and the number of Registered Users using the Services at the same time does not exceed your Sessions Limit.

5.2  The initial Sessions Limit you have access to will be determined when you first register to use the Services. You may request an increase or decrease in the Sessions Limit through the Website. Increases or decreases take effect from the date for payment of your monthly Subscription Fee in the month after you request that increase or decrease.

6. Your Obligations

6.1  Only the Organisation Administrator, your Registered Users and any person permitted by law to access the Services may use the Services. You must not, and must not permit any other person to, use any Software or any of the Available Services that are not a part of the Service Package you have registered and paid for.

6.2. The Organisation Administrator and all Registered Users must each have a separate log on and password. You are responsible for ensuring that the Organisation Administrator and each Registered User choose a strong password which (at minimum) complies with our password requirements, and that each keep log on details and passwords secure and confidential and do not share them with any other person. You are responsible for all use of the Services by anyone using the account or log in details of the Organisation Administrator or a Registered User.

6.3. The Organisation Administrator and all Registered Users must only access the Services through Compatible Devices and are responsible for ensuring that they have suitable and secure internet connectivity sufficient to access and use the Software.

6.4. When accessing the Website and using the Services you, the Organisation Administrator and each Registered User must not:

(a) exceed or attempt to exceed any applicable access permissions within the Services;

(b) violate the security of the Available Services, the Software and the Website, or interfere, damage or harm, or attempt to interfere, damage or harm the Available Services, the Software or the Website, or any system connected to the Software or the Website;

(c) use any automated system, including without limitation, robots, spiders, or offline readers to access, acquire, copy or otherwise monitor the Available Services, the Software and the Website;

(d) use the Services:

(i) in any way in which the Services are not designed to be used;

(ii) if you have no legitimate reason to do so;

(iii) in a way that violates any law;

(iv) in a way that infringes our or any third party’s Intellectual Property; or

(v) in a way that could bring us into disrepute or hurt our reputation; or

(e) input into the Services any information, content or data in violation of any law.

6.5. Where you have engaged any third party to provide information or data to you through any interface to the Software, you must ensure that they comply with clause 6.4 in providing that information or data to you. You will be responsible for the provision, input and content of that information or data as if you had input it into the Software.

6.6. You must notify us of any actual, threatened or suspected infringement of any of our Intellectual Property rights and of any claim by any third party that any use of the Services, the Software or the Documentation infringes any rights of any other person, as soon as that infringement or claim comes to your notice. You will (at our expense) do all such things as may reasonably be required by us to assist us in pursuing or defending any proceedings in relation to any such infringement or claim.

6.7. You must use the Services in accordance with the Documentation and any other instructions provided on the Website required by the Software or otherwise notified by us. You must not permit any Registered User that is outside of your organisation to use the Services otherwise than for the benefit of your organisation.

6.8. You must appoint an Organisation Administrator who:

(a) will determine who may be a Registered User, and will ensure each Registered User has a separate account;

(b) set the access permissions of each Registered User within the Services;

(c) must immediately notify us of any unauthorised use of any Registered User’s account, any other breach of security or if any other incident occurs in relation to a Compatible Device used to access the Website that compromises or threatens or may comprise or threaten the security and integrity of the Services, the Software or the Website.

6.9. The Organisation Administrator must ensure that each Registered User is aware of the Registered User’s obligations under these Terms and will monitor each Registered User’s compliance with these Terms.

6.10. If using any application programming interface (API) made available by us in conjunction with the Services, you must comply with the API specifications as set out in any related developer’s kit. You must also ensure any third party that interfaces with the Software through such an API to send or receive or otherwise exchange Data with you complies with those API specifications and these Terms when using the API. You will be responsible for the acts and omissions of those third parties using the API as if they were your own acts and omissions.

6.11. You are responsible for complying with all applicable laws in using the Services, including without limitation all taxation and accounting laws relating to record keeping and storage of Data.

7. Support

7.1  Standard support is included with your Subscription Fee and is available to Registered Usersvia our service desk during business hours. Support is provided via email and is intended for general guidance and issue resolution only. Enchanced support offerings are available for an additional cost and are detailed in our price list which is available upon request.

7.2  Additional support may be requested and will be charged at the Additional Support Fee rates detailed in the Price List.

8.  Data

8.1  You warrant that you and each Registered User have the right and authority to provide and deal with the Data, and authorise us to use the Data, as set out Terms including this clause 8.

8.2  The Data you provide while using the Services is held on servers in a third party hosted environment.

8.3  We will take reasonable care in holding the Data. The processes used by the third parties hosting the Data to reduce the risk of Data loss or corruption include replication activities and back up processes. However, damage, loss or corruption could still occur in exceptional circumstances, and we will use reasonable endeavours to restore the Services and (if necessary) the Data from the most recent back up available. You acknowledge and agree that we are not responsible or liable to you for any loss or corruption of Data as a result of a disaster, including as a result of needing to restore the Services and/or the Data from a backup.

8.4. We will notify you if we become aware of any unauthorised access to the Data.

8.5. Nothing in these Terms transfers ownership of your Data to us or permits us to use your Data for our own purposes except to the extent expressly set out in these Terms.

8.6. Your right to access Data held by us is subject to the payment of the Subscription Fee. Such access may be suspended, disabled or terminated as set out in clause 13.3 if you do not pay the Subscription Fee.

8.7.  On providing the Data to use (including by entering or uploading the Data via the Services or Software), you grant us a licence to use, copy, transmit, store, back up and analyse that Data to:

(a) enable use of and support the Services, Software and Website, and as otherwise necessary to perform our obligations under these Terms;

(b) improve, develop and protect the Company’s services and enable the development of new services, including through use of machine learning, training models, and large language models;

(c) communicate with you; and

(d) disclose to third party service providers to the extent necessary to enable purposes (a) to (c).

8.8  We may record anonymised statistical data relating to the Data and your use of the Services, Software and Website and may use that statistical data for any purpose including but notlimited to the purposes set out in clause 8.7.

Our rights in relation to the Data include the right to permit any third party that is providing services to us, including hosting services, to do any of the things set out in clause 8.7 on our behalf in order to provide services to us, provided that doing so is within the scope of the rights you have granted to us.

9. Privacy

9.1  We may collect, use or disclose personal information, including the personal information of Registered Users, as set out in our Privacy Policy on the Website. You represent and warrant that you and all Registered Users have read, acknowledge and accept our Privacy Policy. If you provide the personal information of any individual to us when you create an account for them so that they are a Registered User you warrant that you have their consent to do so.

9.2  We may update the Privacy Policy by publishing changes on the Website; the published version then applies to your use of the Services, and continued use after publication constitutes acceptance of the Privacy Policy as updated.

9.3 Y ou must comply with the Privacy Act 2020 in respect of any personal information you or Registered Users cause to be entered into the Software or otherwise provide to us in connection with the Services.

10. Indemnities

10.1  You indemnify us against any losses, costs, expenses, demands or liability whether direct, indirect, consequential or otherwise, and whether arising in contract, tort (including negligence), equity or otherwise, arising (whether directly or indirectly):

(a) out of or in connection with any claim by a third party in respect of your use of the Services, provided that this indemnity does not apply to the extent that the claim has arisen as a direct result of our negligence or breach of these Terms; or

(b) as a result of any act or omission by you or a Registered User in breach of these Terms.

10.2  Subject to clause 11, we indemnify you against any claim made by any third party alleging that your use of the Services infringes the intellectual property rights of that third party. The indemnity under this clause 10.2 does not apply if:

(a) the third party claim arises:

(i) as a result of your use of the Services, the Software or the Website otherwise than in accordance with these Terms; or
(ii) from or is based on your negligence, your own acts, your business processes, your Data, anything you provide in using the Services, or a failure by you to
comply with these Terms; or

(b) you have not complied with clause 6.5.

11. Limits to our Liability

11.1  To the maximum extent permitted by law, we are not liable or responsible to you or any other person for any direct, indirect or consequential loss, or any exemplary, incidental, special or punitive damages or any loss of profits, revenues or business opportunities that you or any other person may suffer or incur as a result of your access of the Website or use of the Services.

This exclusion applies regardless of whether such liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.

11.2  To the maximum extent permitted by law, we will not be liable or responsible to you or anyother person for any loss, damage, death or injury, suffered or incurred in connection with:

(a) the Website or the Services or any of its functionality being unavailable (in whole or in part) or performing slowly;

(b) any error in, or omission from, the Services;

(c) any incorrect usage of the Services by you; or

(d) any loss or corruption of Data where we have taken reasonable steps to try to recover that Data from our backups.

11.3  If we are held liable to you, whether in contract, tort (including negligence) or otherwise, then our liability is limited to the total amount you have paid to us in the three months prior to the date of the event giving rise to the claim.

11.4  You are responsible for the security of each Compatible Device used to access the Website and use the Services, and for ensuring how it connects to the Internet protects you from viruses, malware, spyware or other malicious code. We do not accept any liability arising from any failure in the security of the Compatible Device used, or from any viruses, malware, spyware or other malicious code that affects the Compatible Device used to access the Website and use the Services.

12. No Warranties

12.1  Except as expressly provided in these Terms, all warranties (including, without limitation, warranties and conditions as to fitness for purpose, merchantability, quality, title and non- infringement), whether express or implied by statute, common law or otherwise, are excluded to the extent permitted by law.

12.2  The availability of the Services is dependent on a third-party hosting provider, your ability to access the Internet and other factors outside of our control. As such, we do not warrant that the use of the Services will be uninterrupted or error free. We are not responsible or liable for any failure by you to access the Internet or for a failure in third party communication systems that prevents you from accessing the Website and using the Services.

12.3  You agree that the Services have been acquired for business purposes and accordingly the provisions of the Consumer Guarantees Act 1993 do not apply.

13. Our Rights to Suspend or Disable Access, and Termination

13.1  A breach of any of these Terms by a Registered User is deemed to be a breach of these Terms by you.

13.2  We may suspend or disable a Registered User’s account or all your accounts if you (or any Registered User) breach these Terms, or if we consider it necessary to protect the security or integrity of the Services or the Website or for any other reason.

13.3  Without prejudice to any other remedy available to us, if you default in the payment of the Subscription Fee and if such default continues for a period of not less than thirty days after we have given written notice of such default then, without further notice, we will be entitled after the expiration of such a notice period to disable the accounts of your Registered Users, terminate your Licence Connections, and prevent you from accessing any Data either by electronic or other means.

13.4  We may otherwise terminate your right to use the Services if we decide to end the availability of the Services to all our customers. We will provide at least six months’ notice of any decision to end availability of the Services to all our customers.

13.5  If your right to use the Services is terminated, the Organisation Administrator’s access will be removed, and we may delete your Data. We are not required to provide you with access to any of the Data that has been deleted. In the event you wish to maintain ongoing access to the Data held by us, you must maintain and pay a Subscription Fee for at least one Licence Connection.

13.6  We will not be liable to compensate you for any losses of revenue, profit or goodwill, damages, costs or any consequential losses which you may suffer from us suspending, disabling or terminating your access to the Services, the Website or the Data under clause 13.3.

14. No reliance

14.1  You agree that you have entered these Terms solely in reliance on your own skill and judgment and not in reliance on any statement, representation or warranty made by us or on our behalf.

14.2  You agree that you have had the opportunity to test the Services and have satisfied yourself that the Services suits the purposes of your organisation.

15. Force majeure:

15.1 We do not have any liability for any failure of the Website, the Services or Software, or any failure by us to comply with these Terms if such a failure is due to an act, event or cause which is beyond our reasonable control, including acts of God, war, sabotage, riot, national emergency, fire, lightening, flood, cyclone, earthquake, landslide, storm, explosion, power shortage, telecommunication outages, strike or other labour difficulty.

16. Severance:

16.1  If any provision of these Terms becomes invalid or unenforceable that provision will be severed from the remaining Terms and the remaining Terms will continue in full force and effect.

17. Updates to these Terms:

17.1  We may amend these Terms at any time. Where we amend these Terms, we will state on the Website that the Terms have been updated. The Terms as amended will apply to all use of the Services by you after the Terms are amended. You acknowledge that your continued use of the Services is your agreement to the amended Terms.

18. Governing Law:

18.1  These Terms, and your use of the Services and Software, will be governed by and construed in accordance with New Zealand law, and you agree that the Courts of New Zealand have the non-exclusive jurisdiction to hear and determine any proceedings brought in relation to these Terms, and your use of the Software.