Bedrock Solutions will always look for opportunities to extend B-Compliant online services they provide to their Subscribers. These Terms couldn’t cover every possible issue that might come up and are not intended to do so. This means we will change these Terms sometimes and make decisions as events occur.
We’ll tell you about these through updates to our Website and messages within the B-Compliant system. You need to make sure you are up to date with the latest Terms and follow them.
By logging in to use B-Compliant means you agree to fully abide by these terms.
Means the within agreement as updated by Bedrock Solutions Limited from time to time.
Means the fee that your organisation must pay on time according to their subscription plan.
Means your organisation and us.
Includes all information exchanged between the Parties, whether in writing, electronically or orally, but does not include information that is already available publicly, accidentally leaked by you or information that these Terms allow either Party to disclose to any third Party.
Means any information you put into B-Compliant or you have given someone permission to put into B-Compliant.
“Intellectual Property Rights”
Means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
Means our online Health and Safety software.
Means the person/s appointed responsible for administering your organisation’s subscription plan.
Means the service/s made available to you via B-Compliant.
Means anyone that works directly for or with you.
Means your organisation’s particular agreement with Bedrock Solutions Limited evidenced by these Terms.
Means the individual, company or organisation that is registered to use B-Compliant with a current subscription plan in their name.
Means you, your staff, or any other person that you give permission to view, access (including change) your data or any part of it.
“We, us, our”
Includes Bedrock Solutions Limited or anyone that works directly for or with us.
Means the Internet site at the domain www.bedrocksolutions.co.nz or any other site operated by Bedrock Solutions Limited.
USING THE B-COMPLIANT SOFTWARE
We let the Subscriber use B-Compliant from the Website. It is set up to allow the Subscriber access that matches their subscription plan. This means that:
- It’s the Subscriber’s subscription plan and it can’t be given to anyone else.
- It’s use is covered by these Terms.
- Bedrock Solutions Limited is not responsible to anyone other than the Subscriber and we do not have any obligation with anyone other than the Subscriber.
- The right to use B-Compliant is non-exclusive, non-transferable, and limited by and subject to these Terms.
B-Compliant helps the Subscriber manage their Health and Safety requirements. It’s up to the Subscriber to decide who has access, and what level of access they have, to their data. The Subscriber can remove access altogether or change the level of access for any user. It’s important the Subscriber keeps on top of who can access and do what with their data.
The Subscriber accepts and agrees that, subject to any applicable laws:
- They choose who gets to see their data.
- They can add or invite users to access certain parts of B-Compliant to help them manage safety in their business.
- It’s their choice to add or invite users and choose what level of access they have to B-Compliant and their data.
- They are responsible for their users and a breach of these Terms by them constitutes a breach of these Terms.
- They control user level of access to B-Compliant and the data at all times. The Subscriber can remove or change a user’s access, or level of access, at any time and for any reason.
If there are any issues between the Subscriber and any user about access to B-Compliant and the data, it’s up to the Subscriber to decide what access they will have, if any.
Rights of Users:
Users, other than the Subscriber, do not have any direct rights pursuant to these Terms.
Ownership of Data
As a user of B-Compliant you have limited ownership and control of your personal details held within B-Compliant.
A user may be “connected” with more than one organisation within B-Compliant, for example a separate business unit within your organisation, or external organisation such as contractor or supplier of services. Your personal information (personal details, emergency contacts and medical information) which may be entered into B-Compliant can only be shared across multiple organisations with your written content, however it is accessible to your immediate manager or human resources department. When you as a user login to B-Compliant, you give approval for such access to your personal information.
A Subscriber may track staff health and safety requirements within B-Compliant without giving them direct access to B-Compliant. In this situation the Subscriber agrees to only enter staff personal information (personal details, emergency contacts, and medical information) where written consent for this to occur has been given.
When using B-Compliant
- won’t try to break it;
- cause security issues or put B-Compliant at risk;
- won’t try to make B-Compliant do something it wasn’t designed to do;
- will never try to crash any of our third party computing systems and networks;
- won’t use or abuse B-Compliant in any way that interferes with the service or any other system used to deliver B-Compliant, or make it difficult for any other user to use B-Compliant;
- won’t try to access any materials that you have not been given direct permission to access or to the computer system that hosts B-Compliant.
You must never:
- transmit, or input into B-Compliant, any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or data that violates the law (including data or other material protected by copyright or trade secrets which You do not have the right to use); and
- attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver B-Compliant or to operate the Website.
WHAT WE EXPECT FROM THE SUBSCRIBER
We’re keeping Access Fees low so it’s important that the Subscriber pays on time and in full based on their subscription plan (either quarterly or annually). Subscriber invoices are due as at when their new subscription period commences. We’ll invoice the Subscriber twenty (20) working days prior to their current subscription end period.
Bedrock Solutions Limited is not responsible whatsoever for any act or omission of any Subscriber.
The Subscriber Access Fee is invoiced quarterly (or) annually, in advance, beginning on the date the Subscriber commences their Subscription Plan. It is charged in New Zealand dollars (NZD) and may be changed from time to time as determined by us subject to us giving the Subscriber notice of any such change.
All our invoices will be sent to the Subscriber or to a billing contact that the Subscriber provides details for, by email. The Subscriber must pay or arrange payment of all amounts specified in any invoice on the due date of the invoice. The Subscriber is responsible for payment of all taxes and duties as well as the Access Fee including, without limitation, Goods and Services Tax, hence Goods and Services Tax will be payable by the Subscriber on top of the sum of the Access Fee.
If the Subscriber doesn’t pay by the due date their Subscription Plan may be cancelled by Bedrock Solutions Limited. If we have tried, and still can’t get payment from the Subscriber, their Data may be deleted after fourteen (14) days of non-payment.
B-Compliant is for the Subscriber to use for their lawful internal business use only in line with these Terms and any notice we send the Subscriber, or any conditions posted within B-Compliant News. The Subscriber may add or invite external users, to help manage their health and safety, which means they will have access to the Subscriber’s Data. The external users are not to use this information for other clients or businesses.
Keeping access secure and confidential
The Subscriber must make sure that all B-Compliant usernames and passwords are kept secure and confidential. The Subscriber must tell us straight away if they know or think that people have used user passwords without their permission. We can then reset their passwords and take any steps needed to make sure both the Subscriber’s Data and our system is kept secure.
The Subscriber must take all other actions that we think is needed to maintain or enhance the security of our computing systems and networks, and their access to B-Compliant.
The Subscriber must take out and maintain adequate insurance cover in respect of any loss or damage to Data.
The Subscriber agrees to only use B-Compliant for lawful purposes. This means that the Subscriber will not use the service in any way that infringes any law or regulation, or which infringes the rights of any third party, nor will authorise or allow any other person to do so.
Storing the Subscriber information
The Subscriber must only upload and store material and files that they have the legal right to have. The Subscriber must not upload any data or any material that is protected by copyright or trademarked if they don’t have the legal right to have and use.
The amount of Data that the Subscriber stores online may be limited or incur extra costs if it becomes too large. We’ll talk with the Subscriber before any extra costs are incurred.
Use of B-Compliant may be subject to some limits; We’ll let You know about what these are if needed. Under normal use as a safety management tool it’s unlikely but might happen.
Back up Of Data
The Subscriber must keep copies of all uploaded files. We do follow best practice policies and procedures to prevent Data loss, but do not give any guarantee that there will be no loss of Data. We will not be responsible for any loss of Data no matter how it was caused.
Third Party Applications and Subscriber data
If the Subscriber enables third-party applications for use with B-Compliant, the Subscriber acknowledges that we may allow the providers of those third-party applications to access your Data so that third party applications can exchange and use information smoothly.
We will not be responsible for any disclosure, modification or deletion of the Subscriber Data that happens because of any access by third-party application providers.
WHAT TO EXPECT FROM US
If there are any technical problems the Subscriber must make all reasonable efforts to really check and work out problems before contacting us. We will endeavor to resolve any technical problems quickly.
We don’t guarantee the accuracy or quality of information received by the Subscriber or any of the Subscriber’s users and we have no liability for any loss or damage to any Data because of any action of a user.
We’ll take every reasonable step to ensure the integrity and security of B-Compliant but we do not guarantee that it will be free from unauthorised users or hackers and we will not be liable for the possible effects caused by such users or hackers.
Ownership of Data
The right to, and all Intellectual Property Rights in, the Data remain the Subscriber’s property. However, Subscriber access to the Data depends on full payment of the Access Fee when it is due. The Subscriber allows us a licence to use, copy, transmit, store, and back-up their Data so we can give the Subscriber access to and use B-Compliant and for any other reason in order to provide the Subscriber with the Service according to this Agreement.
Metadata and other statistical information, such as anonymised data generated as a result of the use of B-Compliant, is owned by us and may be used and made available to third parties for the purposes of producing industry summary statistics, summary usage benchmarking, system performance analysis, and service delivery improvements.
While we aim to keep B-Compliant available 24 hours a day, seven days a week, at times B-Compliant or our Website may be unavailable because of maintenance or development needed.
If for any reason we need to interrupt B-Compliant for longer periods than we would normally expect, we will try to let the Subscriber know in advance by posting this information within B-Compliant News. We don’t accept liability for interruptions of Service or down-time of the Server. All cases will be reviewed individually and we’ll work together with our providers to resolve issues quickly.
CONFIDENTIALITY AND PRIVACY
We respect the privacy of the Subscriber, their data and users. We treat all data as confidential. Subject to the provisions outlined below, We will make all reasonable attempts to keep all data confidential, however, will not be liable to the Subscriber, if for any reason, data is obtained by a third party. The obligation of confidentiality relating to data shall not include information which enters the public domain through no fault of ours.
We may collect specific data from user browsers as they enter and exit B-Compliant. This information is standard, and contains data such as referring URL, pages viewed, and the amount of time spent on B-Compliant. Information gathered may be used to investigate any possible breaches of these Terms or illegality. We’ll take all reasonable steps to keep data secure.
Unless either party has prior written consent of the other, or unless required to do so by law:
- We will all maintain the confidentiality of all Confidential Information. The parties will not share Confidential Information with any other party other than as stated by these Terms.
- The party’s requirements under this provision will continue if the Agreement is cancelled.
The provisions of confidentiality contained in these Terms don’t apply to information that:
- Is or becomes public knowledge other than by a breach of these Terms.
- Is received from a third party who lawfully gained it and who is under no obligation restricting its disclosure.
- Is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party.
- Is independently developed without access to the Confidential Information.
We may use non-identifying information to help industries and groups improve the safety of their teams or provide statistics that do not identify specific businesses or people. The intent is to improve safety for everyone.
INTELLECTUAL PROPERTY RIGHTS
The ownership of all Intellectual Property Rights in B-Compliant, how we provide the Subscriber with services, our website and any documentation we provide is our property. We let the Subscriber use this but never give the Subscriber ownership of this.
The Subscriber must have all consents and clearances needed to lawfully make use of any Intellectual Property Rights through Bedrock Solutions Ltd, including but without limitation to, all Data held in the Subscriber’s name.
The Subscriber holds the Intellectual Property Rights to all Data however, we may restrict the Subscriber access to Data until full payment of the Access Fee and any other payment due to us under these Terms is made.
This Agreement does not transfer, from us to the Subscriber, any Intellectual Property belonging to us and all rights, titles and interests in, and to such property will remain solely with us.
This Agreement does not transfer from the Subscriber to any Intellectual Property belonging to the Subscriber, and all rights, titles and interest in, and to, such property will remain solely with the Subscriber.
CANCELLING THIS AGREEMENT
The Subscriber can cancel this Agreement at any time. We may decide to cancel this Agreement if the Subscriber breaks any provision outlined in these Terms. Because the Subscriber has the right to cancel this Agreement at any time there is a ‘no refund’ policy on Access Fees. We don’t provide any refund for any remaining period of a Subscription Plan.
This Agreement will continue for the period covered by the Access Fee. At the end of each billing period this Agreement will automatically continue for another period of the same time as that period, provided the Subscriber continue to pay their Access Fee when due.
If the Subscriber:
- breach any of these Terms (including, without limitation, by not paying Access Fees on time) and do not fix the breach within seven days after receiving notice of the breach;
- becomes insolvent or their business goes into liquidation or has a receiver or manager appointed of any of its assets or make any arrangement with their creditors, or become subject to any similar insolvency in any jurisdiction.
Bedrock Solutions Limited may take any of the following actions:
- Cancel this Agreement and the Subscriber’s use of B-Compliant without notice by deactivating their access to B-Compliant.
- Suspend for any definite or indefinite period of time, the Subscriber’s use of B-Compliant.
- Suspend or terminate access to all or any data.
- Take any of the actions referred to above in respect of the Subscriber and any User.
Basically if the Subscriber doesn’t pay their bill we may cancel the Agreement or stop the Subscriber accessing B-Compliant.
Cancelling these Terms is without prejudice to any rights and obligations of the Parties that have come about over time up to and including the date of termination.
On termination of this Agreement the Subscriber will:
- remain responsible for any accrued charges and amounts which become due for payment before or after termination; and
- immediately stop using B-Compliant.
Expiry or Cancellation
Cancellation of this Agreement will not end obligations in this Agreement which reasonably should survive cancellation.
The Subscriber will indemnify us, keep us indemnified and hold us harmless from and against any breach by the Subscriber of these Terms and of any claim brought against us by a third party resulting from their use of B-Compliant or the use of B-Compliant by any user. This includes, but is not limited to, all claims, actions, proceedings, losses, liabilities, damages, costs and expenses (including legal costs and expenses) that are suffered or incurred by us as a result of the Subscriber’s breach of these Terms or use of B-Compliant including any use of B-Compliant by any user and any costs in recovering any Access Fees that are due but have not been paid by the Subscriber.
LIMITATION OF LIABILITY
Bedrock Solutions Limited is not liable in contract, tort (including negligence) for any loss whatsoever including consequential, indirect loss or economic loss (including loss of information, or data, profits) or damages resulting directly or indirectly from any use by the Subscriber of B-Compliant.
If the Subscriber suffers loss or damages as a result of utilising B-Compliant in accordance with this Agreement and notwithstanding the prior paragraph, Bedrock Solutions Ltd is deemed liable then any claim by the Subscriber against Bedrock Solutions Ltd will be limited in respect of any one incident or series of connected incidents to the B-Compliant Access Fee paid by the Subscriber in the previous twelve (12) months.
If the Subscriber is not satisfied with B-Compliant the Subscriber’s sole and exclusive remedy is to terminate these Terms in accordance with the termination provisions provided.
Any communication from one party to another may be sent by email or recorded delivery to the address of the other party listed in this Agreement, or other addresses that may have been previously used in communication between the Parties. If sent by email it will, unless proven otherwise, be deemed to have been received on the day it was sent. If sent by recorded delivery it shall be deemed to be served two days following the date of posting.
This Agreement is governed by and understood in accordance with New Zealand law and the Subscriber agrees to the non-exclusive jurisdiction of the New Zealand courts.
The Subscriber agrees that use of and access to B-Compliant we give the Subscriber is provided on an “as is ” basis and at their own risk.
The Subscriber acknowledge that:
- they are authorised to use B-Compliant to access data, including any data inputted by any user within their subscription plan;
- we have no obligation to give any person access to Data without the Subscriber’s authorisation and may pass on to the Subscriber any requests for information for the Subscriber to answer; and
- the Subscriber will not hold us legally liable for any claims or loss that relate to:
- us not providing a user access to data;
- us making available Data to any user with Subscriber authorisation.
We don’t guarantee that the use of B-Compliant will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing B-Compliant, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or stop the Subscriber accessing B-Compliant.
We are not in any way responsible for any such interference or things that might stop the Subscriber accessing or using B-Compliant.
It is the Subscriber’s responsibility to work out if B-Compliant meets their needs and is suitable for what they want to use it for.
It’s up to the Subscriber to find out if B-Compliant meets their statutory, regulatory and internal requirements relating to Health and Safety.
It’s also the Subscriber’s job to check that storage of and access to the Data via B-Compliant will comply with their statutory, regulatory and internal Health and Safety requirements that relate to keeping records.
We give no guarantees about B-Compliant. We do not guarantee that B-Compliant will meet the Subscriber’s requirements or that it will be suitable for any particular purpose. It’s simply not possible for us to include every feature or idea that the Subscriber can think of or assume that B-Compliant might do already. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
The Subscriber agrees that they are acquiring the right to access and use B-Compliant for business purposes and that the provisions of the Consumer Guarantees Act 1993 do not apply to B-Compliant.
THIS IS THE WHOLE AGREEMENT
These Terms together with any documents expressly referred to in them; contain the whole agreement between the Subscriber and Bedrock Solutions Limited.
This Agreement overrides any previous agreements, arrangements, undertakings or proposals, written or oral between the Parties. No oral explanation or oral information given by any party will change the interpretation of these Terms.
In agreeing to these Terms, the Subscriber has not relied on anything other than those expressly stated in these Terms and the Subscriber agrees that they shall have no remedy in respect of any misrepresentation, which has not been made expressly in this Agreement.
If either party waives any breach of these Terms, this will not necessarily mean a waiver of any other breach. No waiver will be valid unless made in writing.
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
The Subscriber may not assign or transfer any rights under this Agreement to any other person without our written consent being first obtained.
Governing Law and Jurisdiction
This Agreement shall be interpreted following the Laws of New Zealand.
If any part or provision of these Terms is invalid, unenforceable or is in conflict with the law, that part or provision is replaced with a provision, which, as far as possible, accomplishes the original purpose of that part, or provision. The remainder of these Terms will be binding on both the Subscriber and Bedrock Solutions Limited.
Interaction Between Us
The Parties will at all times show courtesy and will at no time during the term of this Agreement or subsequent to the termination of this Agreement make any denigrating or derogatory remarks against the other either orally or in any written form including electronic form.
Change of B-Compliant Administrator
Bedrock Solutions Limited may, at the Subscriber’s request, change their B-Compliant Administrator and any log in reference and/or user name in relation to their Subscription Plan. For this to proceed:
- we require a written request from the Subscriber;
- are satisfied Bedrock Solutions Limited internal policy in relation to the change of any log in reference and/or user name as adopted by B-Compliant online software from time to time is met.
ID and User Names
Any B-Compliant ID and user names allocated to any staff will not belong to the Subscriber but belong to that staff member.