Terms & Conditions

These Terms & Conditions set out the rules that apply to your use of our website (https://transactdocuments.co.nz) and the Transact Products.

Definitions

In these Terms & Conditions, unless the context requires otherwise, the following terms
(and any other grammatical form of those terms) have the following meanings:
1. Account means an on-line account with Transact that you use to access the Documents and other features we provide.
2. Account Holder means the person or entity identified as the account holder for that Account and includes the person identified as the Account administrator
3. Document means a document, draft document, key terms summary, or document outline offered by us (and includes a copy or extract of any of them or a document based on, or using a material part of, any of them), whether it is in physical or digital form.
  1. Finalized means that a Document has been saved as a “final” document through the options available from the Account (as shown by a “Final for Signing” note in the footer of the Document), and paid for (as recorded by a receipt from us).
  2. Other Users means people set up as “other users” under the Account.
  3. Transact, we, or us means Transact Legal Documents Limited and our assignees.
  4. Transact Products means the Documents and the Accounts including the features available from an Account (such as the ability to email or store documents and to set up reminders).
Who is bound by these Terms & Conditions
1. You agree to be bound by these Terms & Conditions if you do any of the following things:
  1. Access or use our website.
  2. Set up an Account with us.
  3. Use any of the Transact Products.
  4. Sign or rely on any of our Documents.
2. You are bound by these Terms & Conditions whether or not you have ticked (or otherwise confirmed) your acceptance. If you do not agree to these Terms & Conditions, you must not access or use our website or any Transact Product.
3. If you access or use our website on behalf of another person (for example, a company or your employer), you agree to these Terms & Conditions on that person’s behalf (so that they are also bound by them) and you confirm that you are authorised to agree to these Terms & Conditions on their behalf.
4. If you use or rely on a Document (whether you are the Account Holder, a party to the Document or somebody entitled to the benefit of the Document) you do so strictly subject to these Terms & Conditions.
5. By agreeing to these Terms & Conditions you agree to ensure that any person or entity that you provide with (or give access to) a Transact Product, complies with these Terms & Conditions (and this includes Other Users and other parties to a Document). You are responsible for their use of any Transact Product that you provide to them or give them access to.
Changes to these Terms & Conditions
1. We can change these Terms & Conditions from time to time and can notify you that they have changed by placing a notice on our website. The changes will take effect (and be binding on you) immediately unless the notice says otherwise. It’s your responsibility to make sure that you keep yourself up-to date with our Terms & Conditions.
2. Where we talk about, “these Terms & Conditions”, it means these Terms & Conditions as changed by us from time to time.
No legal advice given
1. We do not provide any legal advice. Our Documents can create legally binding rights and obligations. It’s your responsibility to ensure you understand what those rights and obligations are, their implications and whether they are right for your circumstances. And it’s your responsibility to get appropriate advice (including legal advice) on such matters
2. Our website material, guidance notes and Document outlines are provided to help you choose and complete the Documents but they are guides and summaries only and they are not a substitute for legal advice.
3. We accept no liability for any loss, damage or cost of any sort arising in connection with anyone’s reliance on our Documents, website material, guidance notes or Document outlines. You use and rely on all these materials at your own risk in all regards.
The Documents
1. Transact provides standard form Documents that are, by their nature, generic and do not cater for every situation. You may need to customise them to suit your circumstances, or they may not be suitable for your transaction at all.
2. It’s your responsibility to ensure that you use a Document appropriate for your circumstances and that the document is appropriately completed (which might require amendments or the addition of your own, specific clauses) to suit your situation. You acknowledge that it will often be wise to consult a lawyer to ensure the completed Documents are appropriate for the circumstances.You acknowledge that law and practice may change and that our Documents do not attempt to anticipate such developments.
3. The Documents are designed for New Zealand transactions and (without limiting any other limitations of liability or disclaimers) we accept no liability for any loss, damage or cost of any sort arising in connection with their use for transactions outside of New Zealand.
Intellectual property rights
1. All intellectual property rights, including trade marks, copyright, know-how and confidential information in our website and the Transact Products (including underlying software, IT solutions and systems) are owned (or used under licence) by us. Other than as expressly set out in these Terms & Conditions, nothing in these Terms & Conditions or our relationship with you transfers or grants any intellectual property rights to you.
2. The Account Holder has a non-transferrable licence to use a draft or key terms summary of a Document,but only for the purpose of negotiating, reviewing or keeping a record of a single transaction.
  Once the Document has been Finalised:
  1. The Account Holder will receive a single non-transferrable licence allowing it to use the Document for the purpose of documenting a single transaction.
  2. Subject to compliance with these Terms & Conditions, any party to the Document (or anybody entitled to the benefit of the Document) can retain a copy of the Document, but only for the purpose of maintaining a record of the applicable transaction and enforcing its rights under that Document. However, they do not receive any other intellectual property rights under these Terms & Conditions.
  Unless it has been Finalised, you must not use a Document in any way to record or document a bindinh agreement of any type, whether formal, conditional or otherwise. In particular, you must not use a draft, a key terms summary, a copy (of all or part) or an extract of a Document to create a binding agreement and you must not use a Finalised Document for
  recording more than one transaction.
3. Apart from completing the transaction details through the Account’s document set up process, you must not delete, obscure or modify any part of a Document except by the addition of “further clauses” or handwritten or typed changes that are clear and obvious as amendments or the addition of schedules or plans.You must not:
  1. Add any logos or branding to a Document.
  2. Delete or obscure any part of the footer of a Document.
  3. Use a copy (of all or part) or extract of a Document, or a modified version of a Document or a new work that includes a part of a Document or a compilation of works that includes a Document or a part of a Document except as permitted by this clause.
4. You agree that we fully own any intellectual property rights in any feedback, comments or ideas relating to our website or the Transact Products that you provide to us, including intellectual property rights in anything created as a direct or indirect result of the feedback, comments or ideas.
Your Transact Account
1. The Account Holder is jointly and individually responsible for any breach of these Terms & Conditions by anyone using our website or an Account through them. This includes Other Users and anyone they, or Other Users, give website or Account access to.
2. The Account Holder must ensure these people are made aware of, and comply with, these Terms & Conditions.
3. The Account Holder fully indemnifies us against any liability, claim, proceeding, cost (including actual legal fees charged by our lawyers), loss or damage arising from any breach of these Terms & Conditions by anyone the Account Holder is responsible for.
4. The Account Holder must ensure that everyone using the Account takes appropriate steps to protect passwords and prevent unauthorised access to the Account. We take no responsibility for any unauthorised access to your Account.
5. The Account Holder must keep their contact details up to date (see your Account Settings).
6. You must not rely on an Account as a sole source of access to any Documents or information.
7. The Account Holder must ensure that it has back-ups or copies of any Documents or information uploaded to, stored on or held with its Account.
8. The amount of storage available on your Account may be limited. We have no obligation to continue to provide storage of Documents or other information with your Account.
9. We can limit, suspend or stop providing your Account and any Transact Product at any time, without notice or any liability or compensation to you. This includes:
  1. Closing Accounts that we consider to be inactive; and/or deleting any documents (our Documents or your own) or information uploaded to, or held with, your Account (and we have no obligation to provide copies of any deleted documents or information to you).
Your responsibilities
1. You must only use our website and the Transact Products for their intended use and you must not:
  1. Use them for any improper, unlawful or objectionable purpose.
  2. Use them to try to harm anyone (including us) in any way.
  3. Try to gain unauthorised access to any Account, server, service, device, data or network.
  4. Use or misuse them in any way (or do anything) that might impair their functionality or the ability of others to use them or that might interfere with, damage or disrupt them.
  5. Try to undermine the integrity or security of our website or any Account.
  6. Use them in any way that breaches the rights of others (including any copyright, intellectual property or privacy rights).
  7. Store any objectionable material with your Account.
  8. Use them without the authority (or contrary to the authority) of the Account Holder.
  9. Suggest or give the impression that any messages come from us.
  10. Publish any Document or make them available for download on any website, software application or similar service.
  11. Copy, duplicate, reproduce or resell our website or any part of it.
  12. Trade, re-sell or make available to any third party (apart from Other Users or parties to a Document as permitted by these Terms & Conditions) any Transact Product or commercially exploit them in any way.
  13. Attempt to sub-licence, assign, transfer or otherwise deal with any rights to your Account.
  Whether anything is “improper” or “objectionable” can be determined by us at our discretion. However, “objectionable” includes anything illegal, obscene, offensive, defamatory or that might cause annoyance, distress or embarrassment.
2. You must only access our website through a standard web browser and not by any other method (for example, scraping, deep-linking, harvesting, data mining, use of a robot or spider, automation, or any similar data gathering, extraction or monitoring method).
3. The Account Holder must not become subject to any bankruptcy or insolvency measure (as reasonably determined by us).
Email reminders
1. The email reminder feature is provided for convenience only and must not be solely relied on. You must decide for yourself what dates should be monitored and you must keep your own separate system for monitoring dates. We can stop providing this feature at any time, without notice. We accept no liability for any loss, damage, or cost of any sort arising in connection with any error, outage or failure of this feature or any interruption to or cessation of this feature.
Payment
1. The Account Holder is responsible for paying all fees charged to the Account.
2. The fees are shown on the Documents page of our website. We can change the fees from time to time and will show the new fees on the Documents page. The new fees will take effect as soon as they are updated on our website (unless stated otherwise).Our fees are in New Zealand dollars and, unless clearly stated otherwise, any GST amount is payable by you in addition to the fee.Payment of the fee and GST is due when you create a Finalised Document from your Account or when you use a Document (which includes a draft or key terms summary) in any manner to document or record a binding agreement of some form, whether formal, conditional or otherwise (but this is without prejudice to any rights we may have in respect of a breach of these Terms & Conditions).We can charge interest on any overdue money from the date the money was due until payment is received. This does not affect any other rights we may have. The interest rate is the Inland Revenue Department’s “taxpayer’s paying rate” (as changed from time to time and as set in accordance with section 120(H) of the Tax Administration Act 1994) plus 6% pa and the interest will compound on the 1^stday of each
  month after the date that payment was due.
Default
1. If we reasonably consider that you (or anyone you are responsible for) have breached these Terms & Conditions we can, immediately and without notice:
  1. Withdraw your right to use our website.
  2. Close your Account (temporarily or permanently) and this includes the right to restrict or block access to your Account and to delete any documents (our Documents or your own) or information uploaded to, or held with, your Account.
2. These rights are additional to any other rights or remedies we have and we can do these things without any liability to you whatsoever. If we notify you that we have withdrawn your right to use our website and/or closed your Account, you must immediately stop using our website and/or the Account (as applicable) and must not attempt to gain further access.
Liability and disclaimer
1. To the maximum extent permitted by law, you use our website and the Transact Products at your own risk in all regards and we accept no liability to you or any other person for any loss, damage or cost of any sort arising in connection with the use of, or reliance on, our website or the Transact Products. This exclusion of liability extends (without limitation) to any liability:
  1. in contract, tort (including negligence), equity, breach of statutory duty or otherwise;
  2. for consequential, special or indirect damages, loss of profits or liquidated damages; and
  3. for loss of data or unavailability of use.
2. To the maximum extent permitted by law, and only to the extent that clause 12.1 does not apply, our maximum aggregate liability to you under or in connection with these Terms & Conditions or arising
  (whether directly or indirectly) from our website or the Transact Products, whether in contract or in tort (including negligence), equity or breach of statutory duty or otherwise must not exceed $100 in any calendar year.
3. To the maximum extent permitted by law, we expressly exclude all conditions, warranties, guarantees and other terms which might otherwise be implied by law and to the extent that they cannot be excluded, our liability is limited to $100 or, if the claim relates to a particular Document, then to the price paid for that Document.
4. Most Transact Products are intended to be used by businesses for business transactions. If you are in trade and/or are a business, you agree to contract out of the Fair Trading Act 1986 and Consumer Guarantees Act 1993 and Contract and Commercial Law Act 2017 to the extent permissible by law.
5. To the maximum extent permitted by law and without limiting any other provision of this clause, we do not give any warranty or representation:
  1. In respect of the accuracy, currency or suitability of the Documents or that they are free from error or omission.
  2. That our website or the Accounts will be secure, free from viruses or other harmful code, uninterrupted or error free.
  3. About the availability of our website and your Account and you acknowledge that it may be unavailable at times because of outages, maintenance, development or otherwise.
  4. About the availability of third-party features and you acknowledge that they may not be available
    from time to time, may become unavailable or may be removed by us at our discretion.
6. Without limiting any other provision of this clause, we accept no responsibility or liability for:
  1. Any links on our website to third party features or websites.
  2. Security breaches, lost or stolen details or information or any loss, damage, cost or liability of any sort caused by a distributed denial-of service attack, viruses or other harmful material due to your use of our website or on any website linked to it.
  3. Any defect, error or virus with any email (including any links or attachments) sent from the Transact platform or any changes to, or interception of, such email (or links or attachments) after it has been sent.
New Zealand Business Number register
1. In some cases, the Transact platform may autofill details (the name, NZ Business Number, address and contact details) of parties to a Document from the New Zealand Business Number register (NZBN register). Where this happens, that data has been sourced from the NZBN register as at the date and time the author of the Document selects those details for inclusion in the Document. Any information obtained from the NZBNregister is subject to the licence and restrictions on use set out in the Ministry of Business, Innovation & Employment’s API Access Agreement, a copy of which is available from https://api.business.govt.nz (support/terms and conditions). Those terms and conditions apply to all who use that information and you acknowledge that the Ministry of Business, Innovation & Employment may directly enforce those terms and conditions against you.
Privacy
1. We will collect, use and disclose personal information in accordance with the terms of our Privacy Policy (available at http://transactdocuments.co.nz).
  You agree to us contacting you as set out in our Privacy Policy.If you provide us with personal information about another person, you must get their approval first and refer them to our Privacy Policy.
General matters
1. These Terms & Conditions and the use of our website and the Transact Products (and any dispute in relation to them) are governed by the law of New Zealand. You submit to the exclusive jurisdiction of the courts of New Zealand.If we need to contact you or provide you with any formal or legal notice, you irrevocably agree to accept service by emailing you at the email address provided for the Account Holder under the Account Settings or by posting a notice on our website or with your Account.To the extent that clauses in these Terms & Conditions are, by their nature, intended to survive termination or the cessation of our services, those clauses continue and are enforceable after that termination or cessation.If any part of these Terms & Conditions is or becomes illegal, unenforceable or invalid, that part is deemed to be modified to the extent necessary to remedy the illegality, unenforceability or invalidity. If a modification is not possible, the part must be treated for all purposes as severed from these Terms & Conditions but the rest of these Terms & Conditions will not be affected.These Terms & Conditions set out everything the parties have agreed in relation to the subject matter they deal with and, to the maximum extent permitted by law, you cannot rely on any warranty, representation or agreement not expressly set out in these Terms & Conditions.Only the Account Holder has any right to enforce these Terms & Conditions against us.
2. The Account Holder’s rights under these Terms & Conditions are personal to it and cannot be assigned or transferred in any way.

Terms & Conditions

Definitions

Who is bound by these Terms & Conditions

Changes to these Terms & Conditions

No legal advice given

The Documents

Intellectual property rights

Your Transact Account

Your responsibilities

Email reminders

Payment

Default

Liability and disclaimer

New Zealand Business Number register

Privacy

General matters