Definitions and interpretation
1.1. In the Agreement:
“Affiliate” means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;
“Agreement” means the agreement between the Provider and the Customer for the provision of Keytrack’s services, incorporating these Terms of Service (including the Schedules) and any amendments to the Agreement from time to time;
“Anniversary Date” means the date of commencement of recurring chargeable Services. Keytrack offers monthly payment plans and two week (14 day) trials with each monthly plan. The Anniversary Date (or recurring payment date for the plan) will be the same day of the immediately following month, beginning monthly from the date that the two week trial period ends.
“Business Day” means any weekday, other than a bank or public holiday in New Zealand;
“Business Hours” means between 09:00 and 17:30 New Zealand Standard Time on a Business Day;
“Charges” means the amounts payable by the Customer to the Provider under or in relation to the Agreement;
“Control” means the legal power to control (directly or indirectly) the management of an entity (and “Controlled” will be construed accordingly);
“Customer” means the person and/or entity identified as the owner of a registered account on the Platform;
“Customer Confidential Information” means any information disclosed (whether disclosed in writing, orally or otherwise) by the Customer to the Provider during the Term that is marked as “confidential”, described as “confidential” or should have been understood by the Provider at the time of disclosure to be confidential; the Customer Materials;
“Customer Materials” all works and materials: uploaded to, stored on, processed using or transmitted via the Platform by or on behalf of the Customer or by any person or application or automated system using the Customer’s account; and otherwise provided by the Customer to the Provider in connection with the Agreement;
“Data Controller” means the entity which determines the purposes and means of the processing of Personal Information and who authorises to give Keytrack Personal Data processing instructions.
“Data Processor” means the entity which processes Personal Information on behalf of the Data Controller.
“Data Subject” is the individual who is the subject of Personal Information;
“Documentation” means the documentation made available on the website and/or Platform to the Customer;
“Effective Date” means the date that the Agreement comes into force as specified in Clause ;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, hacker attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“GST” means New Zealand Goods and Services Tax and is chargeable in the context where a Customer is within New Zealand, and under the rules set out by New Zealand Inland Revenue Department;
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade-marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
“Permitted Purpose” means utilising the Platform, Keytrust identity verification software and communications application, Keychat, between parties in accordance with this Agreement and the Acceptable Use Policy set out in Schedule ;
“Personal Data” has the meaning given to it in the New Zealand Privacy Act 1993;
“Platform” means the software platform known as Keytrack including Keychat and Keytrust that are owned and operated by the Provider, and that will be made available to the Customer as a service via the internet under the Agreement;
“Provider” means Keytrack New Zealand Limited “Keytrack”, a company incorporated in New Zealand having its registered office at 19 Moore Street, Howick, Auckland 2014, New Zealand;
“Schedule” means a schedule attached to the Agreement;
“Services” means all the services provided, or to be provided, by the Provider to the Customer under the Agreement, it’s Permitted Purpose and in Schedule 3;
“Term” means the term of the Agreement; and
“Upgrades” means new versions of, and updates to, the Platform, whether for the purpose of fixing an error, bug or other issue in the Platform or enhancing the functionality of the Platform.
1.2. In the Agreement, a reference to a statute or statutory provision includes a reference to: that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and any subordinate legislation made under that statute or statutory provision.
1.3. The Clause headings do not affect the interpretation of the Agreement.
1.4. The ejusdem generis rule is not intended to be used in the interpretation of the Agreement.