Terms of Use 

Welcome to Worksite, an online induction tool for workplace training, health, and safety. These Terms are intended to explain our obligations as a service provider and your obligations as a subscriber. Please read them carefully.

These terms are binding on any use of the Service and apply to you from the time that NetValue provides you with access to the Service.

The Service will evolve over time based on user feedback. These Terms are not intended to answer every question or address every issue raised by the use of the Service. NetValue reserves the right to change these terms at any time, effective upon posting of modified terms. NetValue will make reasonable efforts to communicate these changes to you via email or notification via the Website. It is your obligation to ensure that you have read, understood, and agree to the most recent terms available on the Website.

By registering to use the Service, you acknowledge that you have read and understood these Terms and have the authority to act on behalf of any person for whom you are using the Service. You are deemed to have agreed to these Terms on behalf of the entity for whom you use the Service.

These Terms were last updated on 7 June 2023.

1. Interpretation

1.1 Definitions: In the Agreement, the following terms have the stated meaning:

Agreement These Worksite Terms of Use and the Worksite SaaS Agreement.

Confidential Information The terms of the Agreement and any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the Agreement. Intellectual Property owned by the Supplier (or its licensors), including the Worksite Software, is the Supplier’s Confidential Information. The Data is the Subscriber’s Confidential Information.

Data All data, content, and information (including Personal Information) owned, held, used, or created by or on behalf of the Subscriber that is stored using, or inputted into, the Services.

End Date The end date set out in the Worksite SaaS Agreement.

Fees The fees set out in the Worksite SaaS Agreement, as amended from time to time in accordance with clause 5.4.

Worksite Software The software owned by the Supplier (and its licensors) that is used to provide the SaaS Service.

Force Majeure An event that is beyond the reasonable control of a party, excluding: An event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care, or a lack of funds for any reason.

Intellectual Property Rights Includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning and includes any enhancement, modification, or derivative work of the Intellectual Property.

Worksite SaaS Agreement The separate document that contains the specific details of the Agreement.

Objectionable Includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.

Payment Terms The payment terms set out in the Worksite SaaS Agreement (if any), as amended from time to time in accordance with clause 5.4.

Personal Information Has the meaning given in the Privacy Act 1993.

Related Services Any related service described in the Worksite SaaS Agreement and any further services that we agree to provide to you under the Agreement.

SaaS Service The service having the core functionality described in more detail on the Website, as the Website is updated from time to time.

Service The SaaS Service and any Related Service.

Start Date The start date set out in the Worksite SaaS Agreement Details.

Subscriber The person (company or individual) named as the Subscriber in the Worksite SaaS Agreement.

Supplier, we, us, our NetValue Limited.

Underlying Systems The Worksite Software, IT solutions, systems, and networks (including software and hardware) used to provide the Services, including any third-party solutions, systems, and networks.

Website The Internet site at the domain www.worksite.nz or such other site notified to the Subscriber by the Supplier.

Year A 12-month period starting on the Start Date or the anniversary of that date.

You, Your The Subscriber.

1.2 Interpretation: In the Agreement:

a. Clause and other headings are for ease of reference only and do not affect the interpretation of the Agreement.

b. Words in the singular include the plural and vice versa.

c. A reference to:

i. A party to the Agreement includes that party’s permitted assigns.

ii. Personnel includes officers, employees, contractors, and agents, but a reference to the Subscriber’s personnel does not include the Supplier.

iii. A person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity.

iv. Including and similar words do not imply any limit.

v. A statute includes references to regulations, orders, or notices made under or in connection with the statute or regulations and all amendments, replacements, or other changes to any of them.

d. No term of the Agreement is to be construed against a party because the term was first proposed or drafted by that party.

e. If there is any conflict between these Terms and the Worksite SaaS Agreement, these Terms prevail unless expressly stated otherwise in the Worksite SaaS Agreement.

2. Services

2.1 General:

a. The Supplier must use its best efforts to provide the Services in accordance with the Agreement and New Zealand law.

b. The Supplier will exercise reasonable care, skill, and diligence in providing the Services.

c. The Supplier will use suitably skilled, experienced, and qualified personnel to provide the Services.

2.2 Non-exclusive:

The Supplier’s provision of the Services to the Subscriber is non-exclusive. This means that the Supplier is not prevented from providing the Services to any other person.

2.3 Availability:

a. The Supplier will make reasonable efforts to ensure that the SaaS Service is available during normal business hours in New Zealand. However, there may be instances where the SaaS Service is temporarily unavailable for maintenance, development activities, or due to Force Majeure events. In such cases, the Supplier will make reasonable efforts to provide advance email notice to the Subscriber regarding the unavailability.

b. The SaaS Service interoperates with various third-party service features through web services and APIs. The Supplier does not guarantee the availability of these third-party features. If a third-party feature provider discontinues or no longer makes a feature available on reasonable terms, the Supplier may cease to provide that feature to the Subscriber. In such cases, the Subscriber is not entitled to any refund, discount, or compensation.

2.4 Additional Related Services:

a. The Supplier may offer additional services from time to time to complement the SaaS Service.

b. Upon the Subscriber’s request and payment of the applicable Fees, the Supplier may agree to provide an additional Related Service to the Subscriber, subject to the terms of the Agreement.

3 Subscriber Obligations

3.1 General use:

a. The Subscriber and its personnel must use the Services in accordance with the Agreement solely for:

i. The Subscriber’s own internal business purposes, and

ii. Lawful purposes.

b. The Subscriber and its personnel must not resell or make the Services available to any third party or engage in any other form of commercial exploitation of the Services.

3.2 Access conditions:

When accessing the SaaS Service, the Subscriber and its personnel must:

a. Not impersonate another person or misrepresent their authorization to act on behalf of others or the Supplier.

b. Correctly identify the sender of all electronic transmissions.

c. Not attempt to undermine the security or integrity of the Underlying Systems.

d. Not use or misuse the SaaS Service in a way that may impair the functionality of the Underlying Systems or hinder other users’ ability to use the SaaS Service.

e. Not attempt to view, access, or copy any material or data beyond what the Subscriber is authorized to access.

f. Neither use the SaaS Service in a manner, nor transmit, input, or store any Data that infringes upon any third-party rights (including Intellectual Property Rights and privacy rights) or is considered objectionable, incorrect, or misleading.

g. Comply with any terms of use on the Website, as updated by the Supplier from time to time.

3.3 Personnel:

Any breach of the Agreement’s terms by the Subscriber’s personnel will be considered a breach of the Agreement by the Subscriber.

3.4 Authorizations:

The Subscriber is responsible for obtaining all necessary licenses, authorizations, and consents required for the Subscriber and its personnel to use the Services, including the use, storage, input, processing, and distribution of Data through the Services.

4 Data

4.1 Supplier access to Data:

a. The Subscriber acknowledges and agrees that:

i. The Supplier may require access to the Data to exercise its rights and fulfill its obligations under the Agreement.

ii. To the extent necessary and subject to clause 7 (Confidentiality), the Supplier may authorize its personnel to access the Data for this purpose.

iii. The Supplier is granted a license to use, copy, transmit, store, and back up the Subscriber’s information and Data for the purpose of enabling the Subscriber to access and use the Services, as well as for any other purpose related to the provision of services to the Subscriber.

b. The Subscriber is responsible for obtaining all necessary consents and approvals for the Supplier to access the Data as described in clause 4.1a.

4.2 Third-Party Applications and External Data Integration:

a. The Subscriber acknowledges and agrees that:

i. If the Subscriber authorizes the use of third-party applications in conjunction with the Services, the Supplier may allow the providers of those third-party applications to access the Data as required for the interoperability of such applications with the Services.

ii. The Supplier shall not be responsible for any disclosure, modification, or deletion of Data resulting from such access by third-party application providers.

4.3 Agent:

a. The Subscriber acknowledges and agrees that, to the extent the Data contains Personal Information, the Supplier is acting as an agent of the Subscriber for the purposes of the Privacy Act 1993 and any other applicable privacy law in collecting, holding, and processing that information through the Services.

b. The Subscriber must obtain all necessary consents from the relevant individuals to enable the Supplier to collect, use, hold, and process that information in accordance with the Agreement.

4.4 Backups of Data:

a. While the Supplier will take standard industry measures to back up all Data stored using the Services, the Supplier expressly excludes liability for any loss of Data under all circumstances.

4.5 International storage of Data:

a. The Subscriber agrees that the Supplier may store Data (including any Personal Information) in secure servers located in New Zealand, Australia, the UK, the European Union, and North America.

b. The Supplier may access that Data (including any Personal Information) in Australia, the UK, the European Union, North America, and New Zealand from time to time.

4.6 Indemnity:

The Subscriber indemnifies the Supplier against any liability, claim, proceeding, cost, expense (including actual legal fees charged by the Supplier’s solicitors), and loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is objectionable, incorrect, or misleading.

5 Fees

5.1 Fees: The Subscriber is obligated to pay the Fees to the Supplier.

5.2 Invoicing and payment:

a. The Supplier will provide the Subscriber with valid GST tax invoices on the dates specified in the Payment Terms, or if there are no specific terms, monthly in advance.

b. The Fees quoted are exclusive of GST, and the Subscriber is responsible for paying GST on taxable supplies under the Agreement.

c. The Subscriber must make payment of the Fees:

i. On the dates specified in the Payment Terms, or if there are no specific terms, by the 20th of the month following the date of the invoice.

ii. Electronically and in cleared funds, without any set off or deduction.

5.3 Overdue amounts: The Supplier has the right to charge interest on overdue amounts. The interest will be calculated from the due date to the date of payment at an annual percentage rate equal to the corporate overdraft reference rate (monthly charging cycle) applied by the Supplier’s primary trading bank as of the due date. If the primary trading bank ceases to quote that rate, the rate deemed equivalent to that rate by the bank in respect of similar overdraft accommodation will be applied, expressed as a percentage, plus 2% per annum.

5.4 Increases:

a. The Supplier may increase the Fees, change the method of calculating the Fees, and/or change the Payment Terms by providing at least 30 days’ notice.

b. If the Subscriber does not wish to pay the amended Fees, it has the option to terminate the Agreement by providing a notice of termination of no less than 10 days. The notice must be received by the Supplier before the effective date of the Fee increase. If the Subscriber fails to terminate the Agreement in accordance with this clause, it will be deemed to have accepted the amended Fees and Payment Terms.

6 Intellectual Property

6.1 Ownership:

a. The Supplier retains ownership of the Services, the Website, and all Underlying Systems, including their Intellectual Property Rights. The Subscriber acknowledges and agrees not to contest or dispute this ownership or the validity of the Intellectual Property Rights.

b. The Subscriber retains ownership of the Data. However, the Subscriber grants the Supplier a worldwide, non-exclusive, fully paid-up, transferable, irrevocable license to use, store, copy, modify, make available, and communicate the Data for any purpose related to the Supplier’s rights and obligations under the Agreement.

6.2 Know-how: The Subscriber grants the Supplier a royalty-free, transferable, irrevocable, and perpetual license to use any know-how, techniques, ideas, methodologies, and similar Intellectual Property utilized by the Supplier in providing the Services.

6.3 Feedback: If the Subscriber provides feedback to the Supplier regarding the Services or Underlying Systems, the Supplier becomes the sole owner of the Intellectual Property Rights in that feedback. The Supplier may use or disclose the feedback for any purpose.

6.4 Third-party sites and material: The Supplier acknowledges that the SaaS Service may include links to third-party websites or feeds. The Supplier does not endorse, approve, or take responsibility for the content or operators of those websites or feeds.

6.5 Third-party Intellectual Property Rights indemnity:

a. The Supplier indemnifies the Subscriber against any claim or proceeding alleging that the Subscriber’s use of the SaaS Service infringes upon a third party’s Intellectual Property Rights (IP Claim). The indemnity is subject to certain conditions, including the Subscriber promptly notifying the Supplier in writing of the IP Claim and providing necessary authority and information for negotiations and litigation.

b. The indemnity does not apply if the IP Claim arises from the Subscriber’s breach of the Agreement, unauthorized use of the SaaS Service, or any third-party data or Data.

c. In defense or settlement of an IP Claim, the Supplier may obtain the right for the Subscriber to continue using the items in question or modify, re-perform, or replace the items to make them non-infringing, at the Supplier’s discretion.

7 Confidentiality

7.1 Security:

a. Each party must keep the Confidential Information of the other party confidential at all times, unless they have the prior written consent of the other party.

b. Both parties must implement and maintain adequate security measures to protect the other party’s Confidential Information from unauthorized access or use.

c. Confidential Information may only be disclosed to personnel or professional advisors on a need-to-know basis, and those recipients must be made aware of and comply with the confidentiality obligations stated in clauses 7.1a and 7.1b.

7.2 Permitted disclosure:

a. The obligation of confidentiality does not apply to the disclosure or use of Confidential Information that is necessary for performing the Agreement or exercising a party’s rights under the Agreement.

b. Confidential Information may be disclosed if required by law or the rules of a stock exchange.

c. Confidential Information that becomes publicly available through no fault of the recipient or its personnel is not subject to confidentiality obligations.

d. If a party receives Confidential Information from a third party without any restriction or breach of confidentiality obligations, that party may use and disclose the information without being bound by the confidentiality obligations.

e. The Supplier may disclose Confidential Information as part of a bona fide sale of its business (assets or shares) to a third party, provided that the Supplier enters into a confidentiality agreement with the third party on terms no less restrictive than those stated in this clause.

8 Warranties

8.1 Mutual warranties:

a. Each party warrants that it has the full power and authority to enter into and fulfill its obligations under the Agreement, and that the Agreement will be a binding obligation upon the warranting party.

8.2 No implied warranties:

a. The Supplier’s warranties are limited to those explicitly stated in the Agreement. All other conditions, guarantees, or warranties, whether expressed or implied by statute or otherwise, are expressly excluded. If any such warranties cannot be excluded, the liability for them is limited to $1,000.

b. The Supplier does not make any representations regarding the quality of the Services and does not promise that the Services will meet the Subscriber’s requirements, be suitable for a particular purpose, be secure, free of viruses or other harmful code, uninterrupted, or error-free.

8.3 Exclusion of consumer guarantees:

a. You acknowledge and represent that you are acquiring the Service and accepting these Terms for the purpose of trade. As a result, the Consumer Guarantees Act 1993 and any other applicable consumer protection legislation do not apply to the supply of the Service or these Terms. The parties agree that it is fair and reasonable for them to be bound by the Agreement, including this clause 8.3.

8.4 Limitation of remedies:

a. If legislation or a rule of law implies a condition or warranty into the Agreement that cannot be excluded or modified by contract, that condition or warranty is deemed to be included in the Agreement.

b. However, the liability of the Supplier for any breach of that condition or warranty is limited, at the Supplier’s option, to either supplying the Services again or paying the costs of having the Services supplied again.

9 Liability

9.1 Maximum liability:

a. The Supplier’s maximum aggregate liability under or in connection with the Agreement or related to the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, must not exceed the amount equal to the Fees paid by the Subscriber under the Agreement in the previous Year. In the first Year, this amount is deemed to be the total Fees paid by the Subscriber from the Start Date to the date of the first event giving rise to liability. This cap includes the cap set out in clause 8.2a.

9.2 Unrecoverable loss:

a. Neither party is liable to the other for any loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill.

b. Neither party is liable for any consequential, indirect, incidental, or special damages or losses of any kind.

9.3 Unlimited liability:

a. Clauses 9.1 and 9.2 do not limit the Supplier’s liability under the indemnity in clause 6.5a or under or in connection with the Agreement for:

i. Personal injury or death.

ii. Fraud or willful misconduct.

iii. Breach of clause 7.

b. Clause 9.2 does not limit the Subscriber’s liability to pay the Fees, under the indemnity in clause 4.5, or for the matters stated in clause 9.3aii.

9.4 No liability for other’s failure:

a. Neither party will be held responsible, liable, or considered in breach of the Agreement for any failure to perform its obligations under the Agreement to the extent that such failure is caused by the other party’s non-compliance with its obligations under the Agreement or by the negligence or misconduct of the other party or its personnel.

9.5 Mitigation:

a. Each party must take reasonable steps to mitigate any loss, damage, cost, or expense it may suffer or incur arising out of the actions or omissions of the other party under or in connection with the Agreement.

10 Term, Termination, and Suspension

10.1 Duration: Unless terminated under this clause 10 or under clause 5.4, the Agreement:

a. Starts on the Start Date and ends on the End Date.

b. If no End Date is specified in the Worksite SaaS Agreement, it continues for successive monthly terms from the Start Date unless either party provides at least 30 days’ notice to terminate the Agreement at the end of the current term.

10.2 No-fault termination: The Supplier may terminate the Agreement by providing at least 3 months’ prior notice to the other party.

10.3 Other termination rights:

a. Either party may immediately terminate the Agreement by giving notice to the other party if:

i. The other party breaches a material provision of the Agreement and:

– The breach is not remedied within 10 days of receiving a notice to remedy the breach, or

– The breach is incapable of being remedied.

ii. The other party becomes insolvent, bankrupt, appoints an administrator, receiver, liquidator, statutory manager, or ceases business operations.

iii. The other party is unable to perform a material obligation under the Agreement for 30 days or more due to Force Majeure.

b. If the IP Claim remains unresolved after exhausting the remedies in clause 6.5c, the Supplier may immediately terminate the Agreement by giving notice to the Subscriber.

10.4 Consequences of termination or expiry:

a. Termination or expiry of the Agreement does not affect the rights and obligations that accrued before such termination or expiry.

b. Upon termination or expiry, the Subscriber must pay all Fees for Services provided prior to termination or expiry.

c. Upon request from the other party, each party must promptly return or destroy all Confidential Information of the other party in its possession or control, except to the extent that a party has ongoing rights to use Confidential Information.

d. Within one month of termination or expiry, the Subscriber may request:

i. A copy of any Data stored using the Worksite SaaS Service, with the Subscriber bearing the Supplier’s reasonable costs for providing the copy. The Supplier must provide the Data in a common electronic form, but compatibility with specific software is not guaranteed.

ii. Deletion of the Data stored using the Worksite SaaS Service, in which case the Supplier must make reasonable efforts to promptly delete the Data. However, the Supplier is not obligated to comply with clause 10.4di if the Subscriber had previously requested deletion of the Data.

10.5 Obligations continuing:

Clauses intended to survive termination or expiry of the Agreement, including clauses 5.5, 7, 8, 10, 11.4, 11.5, and 12, remain in force.

10.6 Suspending access:

a. The Supplier may restrict or suspend the Subscriber’s access to the Worksite SaaS Service if the Subscriber:

i. Undermines or attempts to undermine the security or integrity of the Worksite SaaS Service or Underlying Systems.

ii. Uses or attempts to use the Worksite SaaS Service for improper purposes or in a manner that significantly reduces its operational performance, except for normal operational purposes.

iii. Otherwise materially breaches the Agreement in the Supplier’s reasonable opinion.

b. The Supplier must provide notice to the Subscriber when restricting or suspending access under clause 10.6.

11 Disputes

11.1 Good faith negotiations: Before initiating any court action, both parties are required to make their best efforts to resolve any dispute arising under or in connection with the Agreement through good faith negotiations.

11.2 Obligations continue: Despite the existence of a dispute, each party is obligated to continue performing its obligations under the Agreement to the extent possible.

11.3 Right to seek relief: The provisions of clause 11 (Disputes) do not hinder either party’s right to seek urgent interlocutory and/or injunctive relief from a court.

12 General

12.1 Force Majeure: Neither party is held liable to the other for any failure to fulfill its obligations under the Agreement if such failure is caused by a Force Majeure event. The affected party is required to:

a. Notify the other party immediately and provide complete information regarding the Force Majeure event.

b. Make best efforts to overcome the effects of the Force Majeure event.

c. Continue performing its obligations to the extent feasible.

12.2 Rights of third parties: Only the Supplier and the Subscriber have rights under the Agreement, and no other person is entitled to enforce or derive benefits from it.

12.3 Waiver: Any waiver of a right under the Agreement must be in writing and signed by the party waiving the right.

12.4 Independent contractor: Unless otherwise specified in clause 5.2, the Supplier is considered an independent contractor of the Subscriber. No other relationship, such as joint venture, agency, trust, or partnership, exists between the parties.

12.5 Notices: All notices under the Agreement must be sent via email to the email address provided in the Worksite SaaS Agreement or as otherwise communicated by the receiving party. In the case of a termination notice, a copy of the email must also be promptly delivered (by hand or courier) to the Chief Executive or equivalent officer of the other party at their last known physical address.

12.6 Severability: If any provision of the Agreement is found to be illegal, unenforceable, or invalid, it will not affect the validity or enforceability of the remaining provisions.

12.7 Variation: Any changes or variations to the Agreement must be in writing and signed by both parties.

12.8 Entire agreement: The Agreement represents the entire agreement between the parties regarding the Services and supersedes any prior discussions, exchanges, or agreements. The parties acknowledge that they have not relied on any representation, warranty, or agreement not expressly stated in the Agreement. The parties agree to exclude the application of sections 9, 12A, and 13 of the Fair Trading Act 1986.

12.9 Subcontracting and assignment:

a. The Subscriber cannot assign, novate, subcontract, or transfer any rights or obligations under the Agreement without the prior written consent of the Supplier, except with reasonable cause. The Subscriber remains responsible for its obligations under the Agreement even after an approved assignment, subcontracting, or transfer. Any such arrangement must be in writing.

b. A change of control of the Subscriber, which refers to any transfer of shares or arrangement affecting the Subscriber resulting in a change of effective control, is considered an assignment that requires the Supplier’s prior written consent as outlined in clause 12.9a.

12.10 Law: The Agreement is governed by and interpreted in accordance with the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the courts of New Zealand for any disputes arising from the Agreement.

12.11 Counterparts: The Agreement may be executed in counterparts, each of which is considered an original but together form the same agreement. A party may enter into the Agreement by signing and emailing a counterpart copy to the other party.