Terms OF Service

CINCH HR LIMITED 

 
 

These terms of service (“Terms”) regulate the relationship between you and us, along with your use of our services including our website found at the url www.Cinchhr.co.nz and any other websites operated by us (our “Site”), our application(s) (our “App”), the documents available via our Site and/or App (“Documents”), our application programming interfaces, our email notifications, any information or content appearing therein, communication with our support team and consultancy advice – collectively our services (“Services”), regardless of whether you are a paid user or a non-paying visitor.

In these Terms any reference to “we”, “our” and “Cinch HR” means Cinch HR Limited, a duly registered company, and any employees, agents and affiliated companies.

We reserve the right to change these Terms at any time, effective upon the posting of modified terms. We will make every effort to communicate these changes to you via email or notification via the Site. It is likely the terms of service will change over time. It is your obligation to ensure that you have read, understood and agree to the most recent Terms available on the Site.

By using our Services, you agree to be bound by these Terms and our Privacy Policy. If you use our Services on behalf of another person (for example, a company), you agree to these Terms and our Privacy Policy on behalf of that person, and you warrant that you have the authority to bind that person to these Terms.

1. Nature of our Services

1.1. Cinch HR is a human resources service for businesses to create human resources documents and access consultancy advice, with various levels of packages including:

(a)  Single document and toolkit purchases through our Site and App (“Click & Collect”);

(b)  Annual subscription plans, including Virtual HR Packages (“Cinch Subscriptions”); and

(c)  Consultancy advice (“Consultancy Services”).

Please refer to our Site and your contract with us when you sign up, for details of the features and Services included in each package.

1.2.  Our Services are relevant for human resources issues and employment relationships governed by New Zealand law, regulations and common practice. We make no representation or warranty that the Services are appropriate or available for use in other countries or that the content satisfies the laws of other countries. You acknowledge that our Services are not intended to be a substitute for legal, accounting, business, tax or other professional advice or services.

1.3.  We reserve the right to refuse the provision of our Services to any person.

2. Our Site, App and Documents

2.1.  We strive to keep the information provided in our Site, App and Documents accurate and up to date. However, because laws and regulations and their interpretation are constantly changing, we cannot guarantee that all information in our Site, our App and our Documents is entirely current or complete.

2.2.  While we strive to give you as many practical options as possible when creating Documents, we cannot cover all possible situations and therefore we cannot guarantee that the Documents created or downloaded through the App will fit all circumstances.

2.3.  We cannot guarantee that the Documents generated by the App, with the input you have given or with any offline changes you have made after generating the Document in the App, will be legally sound or free from liabilities. Such opinion or clearance would be legal advice which we are not capable of giving. You must also bear in mind that contractual terms are subject to interpretation which may differ from case to case based on factual circumstances. If you are in doubt as to your contractual rights or obligations, you must consult a lawyer.

3. Email and phone support, General Advice and Specialist Advice and project work

3.1.  Where you sign up for one of our Cinch Subscriptions, you will have access to our support team via email and telephone during the hours between 9am to 5pm Monday to Friday, excluding public holidays (“Support”).

3.2.  Although you have an unlimited number of emails and calls included in your Cinch Subscription for Support, the type of queries the Support can be used for is limited to technical website support, routine questions around your Cinch Subscription, advice around Document and; completion, general questions around pack and document content.

3.3.  Where your queries are outside the Support scope, if you have a Cinch Subscription which includes General Advice (and is not a Virtual HR Package), and the queries come within the scope of General Advice, we will notify you that our time in addressing the queries will be offset against the hours of General Advice included in your Cinch Subscription.

3.4.  In the event that:

(a)  you do not have General Advice hours in your Cinch Subscription; or

(b)  you have used the annual allocation of General Advice hours for your Cinch Subscription; or

(c)  the queries fall outside the scope of both Support and General Advice,

we will refer you to our Consultancy Services for General Advice, Specialist Advice and/or Specialist HR Project Work plans which will be charged over and above the Cinch Subscription fees.

3.5. If you subscribe to a Virtual HR Package, you will have a specified number of hours of General Advice and Specialist Advice available each month via phone and email. These hours are not cumulative – if you don’t use the number of hours in that month, they will not roll over for use in any other month of your subscription term. If you have a month that you use the whole allocation of General Advice and Specialist Advice hours, and need some more for that month, we can add a package of more hours at an agreed rate above the Virtual HR package fee for that month.

3.6.  “General Advice” means any human resources advice related to company or employee specific issues that, in our sole discretion, we consider are not too complex or large scale. These may include, but are not limited to, performance issues, leave and sickness issues, workplace behaviour issues, and disciplinary processes.

3.7.  “Specialist Advice” means more serious and complex issues related to a company and/or individual basis as determined at our sole discretion, and which may include, but are not limited to, escalated Employee Relation problems, restructuring, H&S Incident Management and Training & Development.

3.8.  “Specialist HR Project Work” means projects on a company basis (not an issue relating to an individual) in our sole discretion and may include, but is not limited to, HR Strategy, HR Business Planning, Organisational and Culture Development and Bespoke HR Programme Development.

3.9.  “Legal Support & Advice” means any escalated legal advice and support undertaken on your behalf where legal representation may be necessary, including but not limited to any Personal Grievances cases or attendance in mediation or Court.

3.10. “Virtual HR Package” means one of the packages described on our Site as a Virtual HR Package.

4. Storage Functions

4.1. When you have purchased a Click & Collect or a Cinch Subscription, there will be a limited amount of cloud storage of documents available within your account through a third party provider. Please refer to our Site and any additional contract you make with us when you sign up for the details of this feature. You acknowledge that there may be an additional fee for this storage feature depending on the size of your business. The amount of storage and pricing of storage will be at our discretion and may change from time to time. To ensure fair usage of the storage function, we may impose an upload limit from time to time at our discretion.

5.Use of our Services

5.1.Subject to your compliance with these Terms, we grant you non-exclusive, non-transferable, non-assignable, revocable and limited licence to access and use the Services in accordance with your package type.

6. Intellectual property

6.1.  We (and our licensors) own all proprietary and intellectual property rights in the Services. All rights under applicable laws are hereby reserved.

6.2.  Subject to clause 6.3, you will own the modifications that you make to the Documents (other than modifications that are copies or adaptations of the Documents (in whole or in part)). Despite this, these Terms apply to a copy of a Document, copy of a Document with placeholder text completed, a modified version of a Document, a new work that contains a material part of a Document, a compilation of works that includes a Document or a material part of a Document, and any of the above made on your behalf.

6.3.  We value and welcome feedback on our Services and any suggestions on how we can improve. You agree that we are free to use, disclose, adopt, and/or modify any feedback and information (including any ideas, concepts, proposals, suggestions or comments) provided by you to us in connection with the Services and/or your use of the Services (“ Feedback ”) without any payment to you. You hereby waive and agree to waive any rights to claim for any fees, royalties, charges or other payments in relation to our use, disclosure, adoption, and/or modification of any of your Feedback .

7. Integrations

7.1. Cinch HR may integrate with third party software to provide a full suite of functionalities to our users. While we take into account industry standards, security level and functionalities in choosing our integration partners, we are not responsible for any issue or loss arising from the use of any third party software. Your access and use of the third party software is governed by the terms of service or user agreement of that software.

8. Changes to our Services

8.1. We may at any time suspend or discontinue any feature, plan or any part of our Services, including the support for certain devices or platforms. Our Services may also be affected by acts of nature or force majeure events.

9. Beta services

9.1. We may release products and features that we are still testing and evaluating (“ Beta Services ”). These Beta Services are marked “beta”, “preview”, “early access”, or “trial” (or with any words or phrases with similar meanings) and please keep in mind that these Beta Services may not be as reliable as our other Services.

10. Accessing our services

10.1. We make every effort to ensure that our Services are always available, but our Services may be interrupted, including for maintenance, repairs, upgrades, or network or equipment failures. We do not guarantee that our Services will be free from bugs or viruses. You are responsible for configuring your information technology, computer programmes, and platform in order to access our Site and our App. You should use your own virus protection software.

11. Your account

11.1. When you register a Cinch HR account, or engage with us in any way, you must provide truthful and accurate information about yourself. You must safeguard your password to the Services and keep your account information current. You are advised to use a strong password, i.e. a password that uses a combination of upper and lower case letters, numbers, and symbols.

11.2. Do not share your account credentials or give others access to your account. If and when we detect that a login has been used by multiple users, we will treat this as a serious breach of security and we may suspend or terminate your account.

11.3. If you have a Cinch Subscription with multiple users, there must be at least one individual nominated as an Admin User. The Admin User must select within the App the level of access each other user within their Cinch Subscription has. We are not liable for a user accessing information within your Cinch Subscription if the Admin User has not selected the level of access for their multiple users. These terms apply to and by use of our Services are agreed by each user, including the requirement not to share their account credentials or give others access to their account.

11.4. We also have the right to disable any password, whether chosen by you or allocated by us, at any time if we believe you are in breach of these Terms.

12. Fair usage

12.1. We reserve the right to suspend or terminate your account if:

(a)  we believe that you are not using our Services in a way that is consistent with your own business use;

(b)  we believe that you have breached our Acceptable Use Policy in clause 11; or

(c)  we suspect that you are in any way connected with a competitor or a potential competitor of Cinch HR.

12.2. If we believe that you have disclosed your account credentials and/or are allowing your access to our Services to be used by a person outside of your own business use, you are liable for payment of an additional fee equivalent to the amount you have paid for the Services. For example, if you have a Cinch Subscription, you will be liable for payment of the same Cinch Subscription package.

13. Acceptable use policy

13.1. You agree not to misuse our Services or help anyone else to do so. For example, you agree not to do any of the following in connection with our Services:

(a)  use our Services for unlawful or unauthorised purposes;

(b)  use our Services for entities other than the business entity in whose name the account is registered;

(c)  re-sell any documents you have gained access to;

(d)  re-sell or attempt to benefit in a commercial fashion from any content available as part of the Services;

(e)  generate or download documents on a systematic basis that is commercially prejudicial to Cinch HR;

(f)  use our storage feature unreasonably or for purposes not associated with our Services;

(g)  sell the Services unless specifically authorised to do so;

(h)  probe, scan, or test the vulnerability of any system or network;

(i)  breach or otherwise circumvent any security or authentication measures;

(j)  access, tamper with, or use non-public areas or parts of the Services or shared areas of the Services that you haven’t been invited to;

(k)  interfere with or disrupt any user, host, or network, for example by sending a virus, trojan, worm, logic bomb, or any other material that is malicious or technologically harmful, overloading, flooding, spamming, or mail-bombing any part of the Services, or by scripting the creation of any content in such manner as to interfere with or create an undue burden on the Services;

(l)  access, search, or create accounts for the Services by any means (automated or otherwise) other than our publicly supported interfaces (for example, “scraping” or creating accounts in bulk) or attempt to do so;

(m)  send unsolicited communications, promotions or advertisements, or spam;

(n)  forge any TCP/IP packet header or any part of the header information in any email;

(o)  send altered, deceptive, or false source-identifying information, including “spoofing” or “phishing”;

(p)  conduct surveys, contests, or pyramid schemes, or promote or advertise products or services without appropriate authorisation;

(q)  abuse referrals or promotions;

(r)  post, publish, upload, display, distribute, or share materials that are unlawful, inappropriate, profane, pornographic, obscene, indecent, libelous, defamatory, abusive, or knowingly false, and/or that infringe intellectual property rights;

(s)  violate the letter or spirit of our Terms;

(t)  violate applicable laws or regulations in any way; or

(u)  violate the privacy or infringe the rights of others.

13.2. You acknowledge that the above is not an exhaustive list.

14. Online payments

14.1.  In purchasing any Services through our Site, you represent and warrant that you are over 18 years of age and have legal capacity to contract in New Zealand.

14.2.  You represent and warrant that any credit card you use is issued in your name, or that you have the authority to use such credit card. You must keep your credit card details up to date to avoid any invalid payments.

14.3.  If a payment is not successfully settled due to expiration of your credit card, insufficient funds or otherwise, you remain responsible for any amounts not remitted to us. We may, at our discretion, either continue billing your credit card (or a different credit card provided by you) or invoice you for the deficient amount.

14.4.  Purchases through our Site are provided through a secure website using industry standard encryption. However, you acknowledge and agree that internet transmissions are never entirely secure or private, and that may message or information you send to or through the Site (including credit card information) may be read or intercepted by others, even where the Site is stated as being secure. Neither we nor Stripe (the payment system used through our Site) shall have any liability for the interception or ‘hacking’ of data through the Site by unauthorized third parties.

15. Click & Collect Payment Terms

15.1. You can purchase our Click & Collect documents and resources through the Site at the prices displayed on the Site at the time.

15.2. Documents within a Click & Collect purchase will be available for you to access and download for 12 months from the date of purchase. Updates that we make to any Documents included in your Click & Collect purchase during that 12 months access period will be reflected in Documents that you access and download after such update. Please note that draft documents that you have already started prior to the update will not be automatically updated.

16. Cinch Subscription Payment Terms

16.1. Contract term :

(a)  If you elect to sign up for a Cinch Subscription you must subscribe for at least one year. However, there are two different ways you can pay for your subscription: once a month, or once a year.

(b)  By subscribing to a Cinch Subscription, your subscription will start on the subscription date and last for 12 months (the “Contract Term”). It is important you understand that even if you choose to pay monthly, your subscription is for a minimum term of 12 months.

16.2. Automatic renewal :

(a) Unless you notify us in writing of your decision not to renew your Cinch Subscription at least 30 days before the end of the Contract Term, your subscription will automatically renew .

16.3. Monthly payments – pay once a month :

(a)  If you choose to pay your Cinch Subscription on a month-by-month basis, we still need your commitment to pay your monthly fee for at least 12 months, so this is a legally binding agreement that you will.

(b)  By choosing to pay by monthly payments, you explicitly authorise Cinch HR to charge the applicable recurring fees to your credit card on the same date of each calendar month (or the closest prior date if there are fewer days in a particular month). There may be one-off fees for certain services (provided by Cinch HR or other service providers) that you purchase, those will be charged at the start of your subscription and from time to time when you purchase those services during your subscription.

(c) Subject to clause 16.2, at the end of your Contract Term, your subscription will automatically renew on a monthly basis at the then-current monthly fee.

(d) If you decide to cancel before the end of the Contract Term, you will be liable to pay us the monthly fee multiplied by the number of months remaining in the Contract Term as a cancellation fee.

16.4. Annual payment – pay once a year :

(a)  You may opt to pay for your Cinch Subscription annually upfront on the subscription date, and on each anniversary of your subscription date.

(b)  By choosing to pay by annual payment, you explicitly authorise Cinch HR to charge the applicable recurring fees to your credit card on the same date of each calendar year (or the closest prior date if there are fewer days in a particular year).

(c)  Subject to clause 16.2, at the end of your Contract Term, your subscription will automatically renew for another year at the then-current annual fee.

17. Consultancy Services Payment Terms

17.1. If you engage us to provide Consultancy Services which are not included in a Cinch Subscription, you agree to pay all charges made by us in accordance with the terms of any separate agreement relating to the Consultancy Services being provided or, if there is no such agreement, our standard charges at the time as displayed on our Site and any other expenses, charges and disbursements charged by us (including, but not limited to copying and other office expenses).

17.2. Unless otherwise agreed, we will invoice you for Consultancy Services monthly with payment due within 14 days of the date of invoice by direct credit to our nominated bank account.

18. Late payment terms

18.1. Without prejudice to any right of termination available to us in these Terms or by law, if you have not paid any amount owed to us by the due date, we may:

(a)  charge you interest at the rate of 10% per annum calculated daily and payable from the original due date on the amount of any payments which have not been made on the due date; and/or

(b)  suspend the provision of the Services.

18.2. Where any amount owed to us remains unpaid after 30 days from the due date, we reserve the right to engage a debt collection agency to recover those fees from you and you shall be liable for any collection costs, legal costs, or other costs incurred in addition to interest and the invoice amount.

19. Limitation of Liability

19.1. To the fullest extent permitted by law, Cinch HR and its affiliates, directors, officers, employees, agents, representatives, partners, and licensors (collectively, “ Cinch HR Entities ”) expressly limit their liabilities in connection with or arising out of the provision of the Services as follows.

No Assurance:

19.2. We strive to provide the best services, but there are certain things that we cannot guarantee. The Services (including all content and documents provided in or generated by our App) are provided on an “as is” and “as available” basis. No assurance, representation, or warranty of any kind is made, whether express or implied, about the Services (including any Beta Services). In particular, Cinch HR Entities expressly disclaim any warranties of merchantability or fitness for a particular purpose and non-infringement of our Services (including any Beta Services).

19.3. While we make every effort to ensure the quality of our Services, the Cinch HR Entities make no representation or warranty that:

(a)  the information or content provided as part of our Services will be entirely correct and up to date;

(b)  the Documents generated as part of our Services will be accurate, adequate, reliable, free from defect or error or omissions, suitable for a particular purpose, or legally sound;

(c)  our Services are free from bugs or viruses;

(d)  your correspondence with us will be free from interception, corruption, error, delay, or loss;

(e)  access to our Services will always be available or uninterrupted;

(f)  our Services will meet your requirements or sufficiently address your needs in any specific circumstances;

(g)  use of our Services will achieve any particular result; or

(h)  the results that arise from the use of our Services will meet your expectations.

You must exercise and rely solely on your own skill and judgement in your use of the Services, including your interpretation or use of the information or content available as part of the Services.

Limitation of Liability:

19.4. We do not exclude or limit our liability to you where it would be illegal to do so – this includes any liability of any Cinch HR Entity for fraud or making fraudulent misrepresentation in providing the Services.

19.5. To the extent permitted by law, no Cinch HR Entity would be liable for:

(a)  any indirect, special, incidental, punitive, exemplary, or consequential losses or damages; or

(b)  any loss of profit, business, or data

arising out of the use of, or the inability to use, our Services. These exclusions or limitations apply regardless of whether or not any Cinch HR Entity has been advised or notified of such losses or damages.

19.6. If you use the Services for any purpose other than your own commercial use (including for re-sale, which is not permitted under the Acceptable Use Policy), none of the Cinch HR Entities will be liable to you for any loss of profit or business, business interruption, or loss of business opportunity.

19.7. Cinch HR Entities are not responsible for the conduct of any user of the Services, whether online or offline.

19.8. Other than the types of liabilities we cannot limit by law, the liabilities of the Cinch HR Entities to you are limited, at our option, to

(a)  supplying the relevant Document and/or Service again; or

(b)  NZD100; or

(c)  the amount you have paid to Cinch HR (if any) for the Services under the current term of your service plan.

19.9. You indemnify Cinch HR against any claims (whether resulting from the negligence of us or otherwise) brought by any person in connection with an act, matter or thing said or omission by us in connection with the Services.

20. Consumer Guarantees Act 1993

20.1. You agree and represent that you are acquiring our Services for business purposes and/or in trade in terms of section 2 and 43 of the Consumer Guarantees Act 1993. You agree that the guarantees contained in the Consumer Guarantees Act 1993 do not apply to the provision of the Services. This clause does not affect any consumer rights that cannot be waived or limited by way of contract or agreement.

21. Indemnity

21.1. You agree to indemnify and hold us harmless from and against all liabilities, damages, claims, costs (including legal fees and costs), and expenses in connection with or arising from:

(a) your breach of these Terms;
(b) your use of our Services; and/or
(c) any misrepresentation made by you.

21.2. You also agree to fully co-operate with us in the defence or settlement of any claim in relation to or arising out of our Services or these Terms.

22. Termination

22.1. These Terms will continue to apply until terminated by you or us as follows. You may stop using our Services at any time. If you are a subscriber paying monthly, you may be liable for a cancellation fee as set out in sub clause 16.3. If you choose to deactivate your account, it will be achieved but can be reactivated at any time.

22.2. We reserve the right to terminate providing Services to you without any obligation on our part to provide a full or partial refund of any fees in any of the following circumstances:

(a)  you fail to pay any fees or costs payable to us by the due date;

(b)  you are in serious breach of these Terms;

(c)  you suffer any act of insolvency;

(d)  you are using the Services in a manner that would cause a real risk of harm or loss to us, other users, or the public;

(e)  we are requested to do so by government or regulatory authorities or as required under applicable laws, regulations, or legal processes; or

(f)  our provision of the Services to you is no longer possible.

22.3. We will notify you by the email address associated with your account or at the next time you attempt to access your account unless we are prohibited from notifying you by law.

22.4. Upon termination of your access, these Terms will also terminate except for clauses 18 to 27.

23. Privacy

23.1. We collect personal information from you when you access our Services. We hold all personal information in accordance with our Privacy Policy which is available on our Site.

23.2. You expressly agree that we may use your personal information to advise you of our services and product offers and send you alerts and information via email and phone.

23.3. We also use a payment gateway operated by Stripe. They will collect information about you (including information about transactions processed by you) from time to time through the Site and/or the App. Any such information collected shall be treated in accordance with the Stripe Privacy Policy which can be found here . https://stripe.com/nz/privacy.

23.4. Use of our Services means that you agree to provide information through electronic means. This means you agree to provide any relevant information in the format and to the standards described for each transaction. It also means you agree and understand that the information will be retained in electronic form.

24. Confidentiality

24.1. We take confidentiality seriously. All trade or professional secrets or other factual information supplied by you or us (“the Supplying Party”) to the other party shall remain the property of the Supplying Party and both parties shall not disclose to any person any secret or confidential information or method of working which may be revealed by one to the other for the purpose of carrying out the Services. You agree that you will do all in your power, as we will also, to ensure that information is not disclosed to any unauthorised person either directly or on account of any failure to adequately safeguard the relevant information.

24.2. The provisions of this clause will survive termination of the Services.

25. Assignment of rights

25.1. You may not assign any of your rights under these Terms, and any such attempt will be void. We may assign our rights to any of our holding company, affiliates, or subsidiaries, or to any successor in interest of any business associated with the Services.

26. General Terms

26.1. In these Terms, unless the context otherwise requires:

(a)  Except where otherwise defined in these Terms, terms which are defined in the Contract and Commercial Law Act 2017 have the same meaning.

(b)  References to persons include natural persons, companies, and any other body corporates (wherever incorporated) and unincorporated bodies (wherever formed).

(c)  References to the parties include their respective executors, administrators, successors and permitted assigns.

(d)  A gender includes each other gender and the singular includes the plural and vice versa.

(e)  No rule of construction applies to the disadvantage of a party because that party (or its relevant advisor) was responsible for the preparation of this agreement or any part of it.

26.2. All notices, requests, demands or other communications to or upon the parties to these Terms shall be made in writing and shall be deemed to be duly given or made when received in the case of a physical notice or in respect of an email when the email servers of the recipient receives such notice. You authorise service of notices to the physical, postal or email addresses that you provide when you create an account or use the Services. Service of notices to Cinch HR shall be to [email address] or to Level G, 23 McKelvie Street, Ponsonby, Auckland.

26.3. These Terms represent the entire agreement between us and you. No modification of these Terms shall be effective unless written and signed by a Director of Cinch HR.

26.4. In the event that any clause or part of any clause of these Terms is declared invalid or unenforceable, all other clauses or parts of clauses shall nevertheless remain in full force and effect.

26.5. A failure by Cinch HR to enforce any right or remedy under these Terms shall not be deemed to be a waiver of that right or remedy and no waiver of any one right or remedy shall be deemed to be a waiver of any subsequent right or remedy.

26.6. You agree to use your best endeavours to settle any disputes by good faith discussion or failing that mediation. Any failure to reach agreement by these means may be referred to the Disputes Tribunal. This clause does not restrict or prohibit you or us from seeking urgent interim relief from a court of competent jurisdiction should it be required in the circumstances.

27. Governing law

27.1. These Terms, and any act or contract to which they apply, shall be governed by the laws of New Zealand and the parties submit to the non-exclusive jurisdiction of the Courts of New Zealand.