Terms of Service
CINCH HR LIMITED
1. General Terms and Scope of Terms
1.1 These Terms of Service (“Terms”) govern the relationship between Cinch HR Limited and you, including your use of 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 through our Site and/or App (“Documents”), our application programming interfaces, our email notifications, any information or content appearing therein, and communication with our support team – collectively our services (“Services”). Our HR Consultancy Services, Legal Services, and other Membership Services are subject to separate terms and conditions, and these are referred to below in these Terms.
1.2 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.
1.3 We reserve the right to change these Terms at any time, effective upon the posting of modified terms. At our discretion, we may communicate these changes to you via email or notification on our Site. It is your obligation to ensure that you remain aware of the most recent Terms.
1.4 By using our Services, you are deemed to have accepted these Terms and our Privacy Policy. If you use our Services on behalf of another person or entity, you are deemed to have accepted these Terms and our Privacy Policy on behalf of that other person or entity.
2. Our Services
2.1 Cinch HR is an employer organisation that provides the following human resources management services:
a. A software system with staff management functionality, with access to and administration of stakeholder data, agreements, policies and other HR documentation (“Cinch Subscription”);
b. Purchases of workplace policies, Human Resources Toolkits, and other Human Resources documentation from our shop (“Shop”); and
c. Human Resources Consultancy Services ("Consultancy Services", to which additional terms apply; In the event of any inconsistency between these Terms and the separate terms for our HR Consultancy Services, the latter will take precedent. The terms of engagement for our HR Consultancy Services can be accessed here.
2.2 These Services relate to human resources and employment relations related management and guidance governed by New Zealand law. We make no representation or warranty that these Services are appropriate or available for use in other countries or that the content satisfies the laws of other countries. Except for when you engage our legal services, you acknowledge that our Services are not a substitute for legal, accounting, immigration, tax or other regulated services.
2.3 Within our legal rights to do so, we reserve the right to refuse the provision of our Services to any person for any reason.
3. Separate Terms and Conditions for Legal Services and Membership Benefits
3.1 Cinch HR offers additional services to members, including legal services and membership benefits, as outlined below.
3.2 Cinch HR is an employer organisation in accordance with the Lawyers and Conveyancers Act 2006 that can provide restricted legal services through its employed in-house solicitors to employers who have a current Cinch membership (be it through the Cinch Subscription, which is inclusive of the membership, or through a membership subscription outside the Cinch Subscription). The legal services that Cinch HR can provide to such employers are those that relate to:
a. The member’s rights, obligations, or liabilities as an employer; or
b. Any matter concerning or arising out of any employment relationship that involves the member (including any former or prospective relationships of that kind); or
c. Any claim or action by or against the member under any employment-related legislation referred to in section 236(4) of the Employment Relations Act 2000; or
d. Compliance with any legislation or other requirement that governs the performance of the member’s duties in the conduct of their normal business or profession.
3.3 These Terms do not apply in respect of Legal Services provided by Cinch HR. Instead, the Legal Services are subject to separate terms and client care rules that are set out in the terms of engagement for our Legal Services which are provided at the time of engagement of our Legal Services.
3.4 The terms and conditions of membership, which take precedent over these Terms, as well as the range of Membership Services, can be accessed here. If you have a Cinch Subscription, you are automatically a member of Cinch HR and can access the Membership Services and Benefits.
4. Our Site, App and Documents
4.1 We use our best endeavours to keep the information provided in our Site, App and Documents accurate and up to date. However, legislative changes, or judicial developments, may from time to time require changes to our information, during which time information in our App, and our Documents may not be immediately reflective of such changes.
4.2 While we strive to provide you with 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 be suitable for all your intended purposes.
4.3 Whilst we have made all reasonable efforts to ensure the best possible enforceability and compliance of the Documents generated by the Site, we cannot guarantee with the input you have given or with any offline changes you have made after generating the Document in the App, that the Documents will be legally compliant or free from liabilities in your particular circumstances. Such opinion or clearance would be legal advice which we are not providing in respect of our Site, Documents or App. You must also bear in mind that contractual terms are subject to interpretation which may differ in the particular circumstances. If you require a legal opinion, or if you are in doubt as to your contractual rights or obligations, you can engage our Legal Services, or consult another practising solicitor. Provided that you are subscribing to our Cinch membership, you may engage our legal services in this respect. Alternatively, we can refer you to external solicitors we cooperate with.
5. Email and Phone Technical Support and Consulting Services
5.1 Where you sign up for our Cinch Subscription, you will have unlimited access to our support team via email and telephone between 8.30am to 5.00pm Monday to Friday (excluding public holidays) for any technical support, including routine questions around your Cinch Subscription, advice around your dashboard and general questions around user management (“Support”).
5.2 For queries outside the Support scope, for example, Human Resources or Employment Relations related queries, you may utilise our Consultancy Services within your Cinch Subscription, if any, or separately engage our Consultancy Services (subject to separate terms of engagement).
5.3 In the event that you have used the annual allocation of two hours of general advice for your annual Cinch Subscription, we will refer you to our Consultancy Services which will be charged over and above the Cinch Subscription fees at the current rate of when the Consultancy Services are undertaken.
5.4 “Consultancy Services” means work carried out on a company basis (not an issue relating to an individual) in our sole discretion and may include, but is not limited to, general HR advice, HR strategy, recruitment support, HR business planning, change management, organisational and culture development and bespoke HR programme development.
6. Use of our Services
Subject to your compliance with these Terms, and for the duration of your Subscription we grant you a non-exclusive, non-transferable, non-assignable, revocable and limited licence to access and use the Services in accordance with your Subscription or Shop Product.
7. Accessing our Services
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.
8. Beta Services
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.
9. Changes to our Services
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.
10. Storage Functions
When you have purchased 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 your onboarding HR Specialist and any additional contract around these terms and conditions you make with us when you sign up for the details regarding our storage pricing levels. 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.
11. Intellectual Property
11.1 We (and our licensors) own all intellectual property rights in the Services. All rights under applicable laws are hereby reserved.
11.2 Subject to clause 11.3, 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.
11.3 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, or modify any feedback and information (including any ideas, concepts, proposals, suggestions or comments) provided by you, including any of your affiliates, to us in connection with the Services or your use of the Services (“Feedback”) without an obligation to compensate 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.
12. Integrations
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 in relation to that software.
13. Your Account
13.1 When you register a Cinch HR account, or engage with us in any way, you must provide truthful, complete and accurate information about yourself and your company. 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.
13.2 Do not share your account credentials or give others access to your account. If 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.
13.3 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 System the level of access every 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.
13.4 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.
14. Fair usage
14.1 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 your obligations under clause 13 or our Acceptable Use Policy in clause 15; or
c. we suspect that you are in any way connected with a competitor or a potential competitor of Cinch HR.
d. If you disclose 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 will be 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 an additional payment of the same Cinch Subscription.
15. Acceptable Use Policy
15.1 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 any way 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, libellous, 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.
15.2 You acknowledge that the above is not an exhaustive list.
16. Online Payments
16.1 In purchasing any Services through our Site, you warrant that you are over 18 years of age and have the legal capacity to enter into a contract in New Zealand.
16.2 All Cinch Subscriptions require a company credit card to be loaded within our Stripe payment system throughout the period of your subscription.
16.3 You 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.
16.4 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.
16.5 Purchases through our Site are provided through a secure website using industry standard encryption. However, you acknowledge that internet transmissions are never entirely secure or private, and that any 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) will have any liability for the interception or ‘hacking’ of data through the Site by unauthorised third parties.
17. Shop Payment Terms
17.1 You can purchase documents and resources through the App Shop at the prices displayed on the Site at the time.
17.2 Documents within a Shop purchase will be available for you once payment is processed through our online payment system.
18. Cinch Subscription Payment Terms
18.1 Contract term
a. If you elect to sign up for a Cinch Subscription, you must subscribe for at least two months post our initial set up and audit process being completed.
b. By subscribing to a Cinch Subscription, your subscription will start on the subscription date and be ongoing each month until terminated (the “Contract Term”).
18.2 Termination of Subscription
a. If you wish to terminate your Cinch Subscription, you must notify us in writing at least 21 calendar days before the expiry date of the Contract Term.
b. Unless terminated in accordance with clause (a), your Cinch Subscription will automatically renew on a monthly basis at the then-current monthly fee.
c. If you terminate your Cinch Subscription before the end of the Contract Term, you will remain liable to pay the remaining fee until the expiry date of the Contract Term.
18.3 Monthly payments
a. Payments for your Cinch Subscription are due monthly.
b. You authorise us 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 (for example, for your onboarding audit, or additional training, customisation of templates, etc.), which will be charged at the start of your Subscription and from time to time when you purchase those services during your subscription.
c. Payments for added services including, but not limited to e-signing, mileage and disbursements will be charged automatically where these services have been used during the prior month.
19. Consultancy Services Payment Terms
19.1 If your Cinch Subscription includes the provision of a set amount of Consultancy Services, payment for such Consultancy Services will be included in your payment for your Cinch Subscription. Additional costs associated with our Consultancy Services (for example, disbursements and expenses), or fees for the engagement of our Consultancy Services outside or beyond a Cinch Subscription will be payable in accordance with the separate terms of engagement for our Consultancy Services.
20. Late Payment Terms
20.1 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.
20.2 Where any amount owed to us remains unpaid after 30 calendar days from the due date, we reserve the right to engage a debt collection agency to recover unpaid amounts from you and you will be liable for any collection costs (including legal fees, and other costs incurred in addition to interest and the invoice amount).
21. Limitation of Liability
21.1 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
21.1 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 our Shop 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).
21.2 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
21.4 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.
21.5 To the extent permitted by law, no Cinch HR Entity will be liable for any indirect, special, incidental, punitive, exemplary, or consequential losses or damages, or 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.
21.6 If you use the Services for any purpose other than your own commercial use (including for re-sale, which is not permitted), 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.
21.7 Cinch HR Entities are not responsible for the conduct of any user of the Services, whether online or offline.
21.8 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. NZD100.00; or
c. the amount you have paid to Cinch HR (if any) for the Services under the current term of your subscription (or particular document purchased from our Shop).
21.9 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.
22. Consumer Guarantees Act 1993
You agree that you are acquiring our Services for business purposes and/or in trade in terms of sections 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. You agree that this is fair and reasonable. This clause does not affect any consumer rights that cannot be waived or limited by way of contract or agreement.
23. Indemnity
23.1 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 or relating to:
a. your breach of these Terms;
b. your use of our Services; and/or
c. any misrepresentation made by you.
23.2 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.
24. Termination
24.1 These Terms will continue to apply until terminated by you or us as follows. You may stop using our Services at any time and may terminate your Cinch Subscription in accordance with clause
24.2 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.
24.3 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.
24.4 Upon termination of your access, these Terms will also terminate except for clauses 20 to 27.
24.5 The termination of our Consultancy Services (outside your Cinch Subscription) is governed by the applicable terms of engagement.
25. Privacy
25.1 We collect personal information from you (and your affiliates) when you access our Services. We hold all personal information in accordance with our Privacy Policy which is available on our Site.
25.2 You 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.
25.3 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.
25.4 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.
25.5 If you use our Services, you warrant that you own or have permission to provide your data, including any personal information contained therein, to us or otherwise enter it into the platform or Documents, and you consent to our use of that information for the provision of our Services.
25.6 After your subscription terminates, we will not be obliged to store or provide access to your information. We may delete or remove any of your information stored on our platform and we will not assume liability for any losses incurred directly or indirectly from the loss of your information the after termination of your subscription.
26. Confidentiality
26.1 We take confidentiality seriously. All trade or professional secrets or other factual information supplied by you or us 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.
26.2 The provisions of this clause will survive termination of the Services.
27. Assignment of Rights
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.
28. Miscellaneous
28.1 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.
28.2 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 receive 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 lowdown@cinchhr.co.nz or to Level 1, 14 Jervois Road, Ponsonby, Auckland 1011.
28.3 Except for your engagement of our Consultancy Services or Legal Services (in which case the terms relevant to the engagement will apply), the Terms set out in this document in conjunction with the Membership Terms, if applicable, represent the entire agreement between us and you.
28.4 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 will nevertheless remain in full force and effect.
28.5 A failure by Cinch HR to enforce any right or remedy under these Terms will not be deemed to be a waiver of that right or remedy and no waiver of any one right or remedy will be deemed to be a waiver of any subsequent right or remedy.
28.6 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.
29. Governing law
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.
