The following definitions apply in these Terms:
Confidential Information means information about a party which is confidential in nature, and/or is of commercial value to that party.
Linked User means a person other than the Subscriber who has been invited to use the Services by a Subscriber (for example, a lawyer or accountant). A Linked User must also accept these Terms to use Our Services.
Orchestra, We, Our or Us means Orchestra Limited (NZCN 7677058).
Protected Content means underlying code and software and may include text, graphics, logos, images and data from the Website and Services.
Services means all the services We provide now or in the future, including Our online products.
Snowball means The Snowball Effect Limited (NZCN 3564791).
Subscription means when you subscribe to use our services and accept these Terms, you become a Subscriber. If you’re the Subscriber, you’re the one responsible for paying for your Subscription.
Subscription Fee means a monthly or annual subscription fee payable by you for the use of Our Services.
Terms means these terms and conditions, as amended, updated or replaced by Us from time to time.
Website means www.orchestra.co.nz or www.orchestra.io.
You have the right to use Our Services while you pay your Subscription or until your Subscription expires or is terminated. By subscribing and using Our Services you accept these Terms and you will be responsible for paying the Subscription Fee.
We may update, modify, change or offer new Services from time to time and new Terms may apply to these new, modified or updated Services. Any new or updated Terms will be updated on the website from time to time and We will endeavour to advise you of any material changes through email or by posting a visible notice through our Services.
From time to time We will need to perform maintenance of Our Services. We will attempt to notify you in advance of any planned maintenance and to limit the downtime of the Services as best We can. We accept no liability for any disruption or non-availability of the Services whether due to maintenance or any other reason and whether in our control or not.
We make no warranty that the Services and the Website will be of satisfactory quality to meet your requirements or that it will be fit for any particular purpose.
You agree to provide accurate, true, complete and up to date information about You which is required for the Services and setting up your Subscription. We are not required to verify the validity, accuracy or authenticity of any information you provide to Us. If you provide any information that is or becomes untrue, inaccurate or incomplete, or We have reasonable grounds to suspect that such information is untrue, inaccurate or incomplete, We have the right to suspend or terminate your account and refuse all current or future use of the Services.
It is your responsibility to keep login details and information about your account and Subscription confidential. If you invite a Linked User to access your account, you should consider and understand the permissions you are granting to them. You accept all responsibility for all activities that occur under your Subscription, including the activities of any Linked Users.
You will not:
You acknowledge and agree that you remain responsible for complying with any obligations under any applicable laws and regulations and for maintaining and keeping up to date all records and registers required under applicable law (for example the Companies Act 1993 in New Zealand and the Corporations Act 2001 in Australia). We will not be liable for any failure by you to comply or meet your obligations under any applicable laws.
You are responsible for ensuring that your share register is correct and information matches across your Orchestra account and the New Zealand Companies Office and/or ASIC registers. Where applicable as part of our Services, We will use reasonable endeavours to ensure that the New Zealand Companies Office and/or ASIC is updated with the information we receive from you but we will not be liable for any failure by you to comply or meet your statutory obligations. We will also use reasonable endeavours to inform you of any notices we receive from these government agencies, including fees due to them, but We will not be liable for any failure by you to pay any required fees and fines.
You agree to provide Us with accurate payment information. If We do not receive payment of your Subscription Fee on time, We may suspend or terminate access to your account until payment is made in full.
You will retain ownership over all data entered or uploaded on to Our Services or Website. You grant Us a non-exclusive and limited licence to use, copy, transmit, store, analyse, and back up any and all data you submit to Our Services, including personal data of yourself and others to:
You are responsible for maintaining copies of all the data you submit to Us and We will not be liable for any data loss.
When You use Our Services, we may create anonymised statistical data from your data and usage of our services, including through aggregation. Once anonymised, we may use it for our own purposes, such as to provide and improve Our Services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you.
While using Our Services you may share your Confidential Information with us and you may have access to Our Confidential Information. You and We both agree to take reasonable steps to protect the other party’s Confidential Information from being accessed by unauthorised individuals.
All content, code and software included in Our Services and created by or on behalf of Orchestra is owned by Us, our affiliates and Our third party business partners. This includes all rights intellectual property, proprietary and industrial rights arising in connection with the Services such as copyrighted works, trademarks, designs, inventions, methods, processes, technical and non-technical information, trade names, business names, domain names and codes.
The Website and the Services are comprised of Protected Content. The Protected Content is and will at all times remain the property of Orchestra
You may terminate your Subscription with Orchestra at any time by providing four weeks written notice to Us. You must pay all Fees up to and including the date of termination of the Services and all other amounts outstanding to Orchestra including any termination Fees. You are not entitled to a refund if you terminate the Services.
We may terminate your Subscription at any time by providing 15 business days’ written notice to you.
We may also terminate or suspend your Subscription immediately if:
You are not entitled to a refund or compensation of any other kind if you or We terminate the Services.
If your Subscription is terminated by you or us, at any time and for any reason:
Once a Subscription is terminated by you or Us, it is archived and the data submitted or created by you is no longer available to you. As a Subscriber, you can reactivate your Subscription and once again access the data by paying the Subscription Fees. After termination, we retain the data for a period of time where we have an ongoing business need to retain it including any legal requirements. Following that period, we delete or anonymise the data.
You agree to indemnify and hold us (and our officers, directors, agents and employees) harmless from any claim, demand or liability, including reasonable legal fees, arising out of or related to your use of the Services or breach of these Terms or any law or the rights of a third party (except as far as we’re at fault).
You agree that to the maximum extent permitted by law, Orchestra and its affiliates, officers, employees, agents and partners shall not in any way be liable to you for any loss or damage of any nature arising from your use of the Services. If in any circumstance we are found liable we our total aggregate liability to you is limited to the total amount you paid Us for your Subscription in the 12 months immediately preceding the date on which the claim giving rise to the liability arose.
If any dispute arises between you and Us, we each agree to discuss in good faith to resolve the dispute. If we are unable to resolve the dispute, we agree to resolve those disputes through binding arbitration or small claims court instead of in courts of general jurisdiction.
We will not be liable to you for any failure or delay to perform Our obligations under these Terms arising out of any event or circumstance beyond Our reasonable control.
We will not be deemed to have waived any right under these Terms unless the waiver is in writing. A failure to exercise or delay in exercising any right by Us under these Terms will not operate as a waiver of that right.
If you have any questions or concerns relating to the Terms or the Services, please contact Us on email@example.com We will send you any notices or communications to the email address you provided when sending.
You consent to receiving communication from us electronically and you agree that all agreements, notices and disclosures satisfy any legal requirement that such communication be in writing. You agree for the purposes of the Electronic Transactions Act 2002 to be bound by any agreement reached through electronic means.
We may assign these Terms or any of Our rights and obligations under these Terms without the need to obtain your consent. You may not assign any or all of your rights and obligations under these Terms without Our prior written consent.
If any provision in these Terms becomes invalid or unenforceable, the remainder of these Terms will remain valid and enforceable to the fullest extent permitted by law.
These Terms are governed by, and if to be construed in accordance with, the laws of New Zealand and you agree to submit to the exclusive jurisdiction of the courts of New Zealand for any disputes or proceedings arising out of or in connection with these Terms.