Belong Terms of Service
Belong Customer Agreement
(including website terms of use)
This Belong Customer Agreement is between you and Sentro Group Limited ('Belong'). If you are agreeing to this Agreement not as an individual but on behalf of your company, then “Customer” or “you” means your company, and you are binding your company to this Agreement.
The terms and conditions set out in this Agreement apply to the Services (as defined below).
Subject to Section 15 below, Belong reserves the right, at its sole discretion, to change, modify, add or remove portions of this Agreement at any time by providing written notice to you. Belong may do so by publishing the amended Agreement to the Site. If you have registered for an account with Belong, it will notify you of the change via the notification facility in your account or via email. It is your responsibility to check this Agreement periodically for changes. Your continued use of the Services following the posting of changes will mean that you accept and agree to the changes.
1 Definitions
Agreement means these Terms and Conditions.
Belong means Sentro Group Limited. Belong a trading brand of Sentro Group Limited.
Belong Platform Access means access to the EB System, without the capability to administer group insurance schemes.
Belong Benefit Admin means access to the EB System, with the capability to administer group insurance schemes.
Belong Service Provider means access to the EB System, with the capability to publish offers to Belong Members and Customers.
Users refer to visitors, customers and others who access the Services whether on behalf of a company (as defined in the Companies Act 1993) or on their own individual behalf, but not limited to, employers themselves, individual employees, third parties contractors of before-mentioned companies and individuals otherwise using the Services.
EB Content means employee benefits documentation content available within the Services, consisting of, but not limited to, workplace benefits contracts and workplace benefits policies.
Paid Services refers to any component of the Services which are otherwise restricted for public use.
the Site refers to the Belong websites including, but not limited to, www.belong.nz
Services refer to the Site and all websites owned or operated by Belong or its associated entities, Belong services and content, Belong web application and Belong mobile applications
Subscriptions are Paid Services offered by Belong on a subscription basis.
Subscription Period refers to the set period from the date when a subscription has been entered into.
EB System refers to employee benefits system which is an employee benefits management platform with web and smartphone interfaces.
EB Service Provider System refers to the ability to publish and manage offers to other businesses on the EB System.
EB System Subscriptions refers to a Paid Service and made available via a subscription.
No-Charge Services are services which Belong may offer at no charge, these include, but not limited to free accounts, trial use, access to Beta Versions.
Beta Versions refers to processes or operations within the Services which are still under development and are subject to change.
Reseller refers to an authorised reseller where Belong Services are obtained.
Your Data refers to any data, content, code, video, images or other materials of any type that you upload, submit or otherwise transmit to or through the Services.
THIS AGREEMENT CONTAINS WARRANTY AND LIABILITY DISCLAIMERS. Please read this agreement carefully before accessing or using the services. By using the services, you indicate your assent to the terms of this Agreement without any modifications, additions or deletions and are entering into a binding legal contract with Belong. If you do not agree to the terms set out in this agreement you are not authorised to use the services.
2 Accounts
2.1 Registration You may need to register for an account/s in order to access and use some parts of the Services. Any registration information that you provide must be accurate, current and complete. You must update your information so that Belong may send notices, statements and other information to you by email or through your account/s.
2.2 Passwords During the registration process you will be required to establish a password. You are responsible for safeguarding this information and any other confidential identifiers. Each account is exclusive and non-transferrable. You will immediately notify Belong of any, or any suspected, unauthorised use of your account/s. You are responsible for all actions and losses arising from use of your account as a result of your failure to keep your information secure and confidential.
2.3 Notices in relation to your account You agree that Belong may provide you with notices in relation to your account, the Services or this Agreement via a notification facility within the Site, and that such notices shall constitute provision of written notice for all purposes (including but not limited to any requirement for written notice under this Agreement).
2.4 Credit card or other payment method You may be required, either as part of the registration process or prior to accessing parts of the Services, to provide a valid payment method and other payment information (such as your credit card or PayPal details). By providing such information, you authorise Belong to debit monies via that method of payment in respect of any purchases made by you for the Services subject to the terms of this Agreement. To avoid any doubt: you will only be debited when you actually make a purchase through the site, and entering payment details of itself will not trigger payment obligations.
3 Your License to Use the Services
Subject to the terms of this Agreement (and your compliance with it) and your payment of any required fees, Belong grants you a limited, non-exclusive, non-transferable license to access and use the Services. Belong reserves all right, title and interest not expressly granted under this license to the fullest extent possible under applicable laws.
Where you are provided access to EB Content, you will also have a limited, non-exclusive and non-transferrable license to reproduce the EB Content.
The licenses granted above are given only with respect to the relationship between you and your employees and contractors, or the relationship between you and the persons who provide personal services to you as a business. If you wish to access or use those parts of the Services for any other purpose, including but not limited to assisting another person (including any of your associated entities) to prepare documents pertaining to a relationship between that other person and its employees or contractors, you must first purchase a license from Belong or its approved resellers that permits that form of use. Alternatively, that other person must register to the Site and obtain its own license to access and use those restricted parts of the Site.
ANY USE OF THE SERVICES NOT SPECIFICALLY PERMITTED UNDER THIS AGREEMENT IS STRICTLY PROHIBITED
You agree that you will not (unless expressly permitted by this Agreement, or with the express written consent of Belong):
4.1 General If you elect to access Paid Services, you agree to pay all fees and charges associated with those Services unless they have been specifically waived in writing by Belong. Those fees and charges shall be as notified when you elect to access the Paid Services (and some are also expressly referred to in this Agreement). All such fees, including any taxes and dishonour fees as applicable, will be charged to your supplied method of payment.
4.2 Subscriptions Paid Services may be offered by Belong on a subscription basis. If you elect to enter a subscription, it will operate for a Subscription Period. Your subscription will automatically renew at the end of the Subscription Period, unless you cancel it before the end of your current Subscription Period. You may cancel your subscription by sending an email to [email protected]. Where that occurs, the cancellation will come into effect at the end of the Subscription Period and you will be downgraded to the free Services offered by Belong, if applicable. You will not be entitled to any credits or refunds for amounts accrued or paid prior to such cancellation.
4.3 EB System subscriptions The EB System provided on the Site is a Paid Service and made available via a subscription. The fees for the subscription are charged on a per employee per month basis. You will be billed monthly. Subscription Rates are published on the Belong website. This fee will be calculated as follows:
The provisions of this Section 4.3 apply to the extent of any inconsistency with Section 4.2.
4.4 EB System Service Provider subscriptions The EB Service Provider System provided on the Site is a Paid Service and made available via a subscription. The fees for a Service Provider subscription are charged on a per month basis. The monthly fee payable is dependent on the Service Provider Plan selected. If you cancel your paid EB Service Provider System subscription, your access to the EB Service Provider System will convert to “read only” access at the end of the Subscription Period. You will not be entitled to any credits or refunds for amounts accrued or paid prior to such cancellation.
The provisions of this Section 4.4 apply to the extent of any inconsistency with Section 4.2.
4.5 Other paid Services Paid Services may also be offered by Belong on any other basis, including on an ad hoc basis. The existence and price of any such Paid Services will be disclosed to you upon confirmation of the scope of work required and prior to your purchase. Paid Services may include (without limitation):
5.1 Invoice and payment timing All fees for Paid Services (whether for subscription services or otherwise) will be invoiced and debited from your payment method as follows:
Subscriptions (generally):
5.3 GST and other taxes All fees and amounts appearing in this Agreement or referred to by Belong (whether within the Services or otherwise) are exclusive of Goods and Services Tax, and any other applicable taxes and duties, unless expressly stated otherwise. To the extent that any such taxes or duties are payable by Belong, you must pay to Belong the amount of such taxes or duties in addition to any fees owed under this Agreement. Notwithstanding the foregoing, you may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, you will have the right to provide to Belong any such exemption information, and Belong will use reasonable efforts to provide such invoicing documents as may enable you to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.
5.4 New Zealand dollars All fees and amounts appearing in this Agreement or quoted by Belong (whether within the Services or otherwise) are in New Zealand dollars and are exclusive of GST.
5.5 Changes to fees Belong may change the pricing of fees for any Services (including adding additional Paid Services) at its sole discretion on providing written notice to you. Price changes for subscriptions will take effect at the start of the next Subscription Period following the date of the price change. By continuing to use the Services after the price change takes effect, you accept the new price.
6 Free Trials and No-Charge Services
6.1 No-Charge Services Belong may offer No-Charge Services including but not limited to, free accounts, trial use, and access to Beta Versions. Your use of No-Charge Services is subject to any additional terms that Belong specifies (which may be amended at any time) and is only permitted for the period designated by Belong. You may not use No-Charge Services for competitive analysis or similar purposes. Belong may amend, suspend or terminate your right to use No-Charge Services at any time and for any reason in its sole discretion, without liability to you. You understand that any pre-release and beta products or services made available (“Beta Versions”) are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available services or products. Belong makes no promises that any Beta Versions will ever be made generally available. In some circumstances, Belong may charge a fee in order to allow you to access Beta Versions, but the Beta Versions will still remain subject to this Section 6.1. All information regarding the characteristics, features or performance of Beta Versions constitutes Belong’s Confidential Information. To the maximum extent permitted by applicable law, Belong disclaims all obligations or liabilities with respect to No-Charge Services, including any warranty, and indemnity obligations.
6.2 EB System free trial Any free trial of the EB System shall be effective for 14 days only unless otherwise agreed by Belong. In order to continue to have full access the EB System at the conclusion of the free trial period you will be required to enter into a paid subscription pursuant to Section 4.3. Fees will be invoiced and debited from your payment method on the first day of the Subscription Period (and any subsequent Subscription Period thereafter). If you do not enter a paid subscription at the conclusion of your trial period, your account will convert to “read only” access.
The provisions of this Section 6.2 apply to the extent of any inconsistency with Sections 4 or 5.
7 Reseller Orders
This Agreement applies whether you obtain the Services directly from Belong or through a Reseller. If you are provided the Services through a Reseller, you must comply with this Agreement as well as any terms of use or contract imposed on you by the Reseller. Resellers are not authorised to make any promises or commitments on Belong’s behalf, and Belong is not bound by any obligations to you other than what it specifies in this Agreement.
8 Specific Terms Relating to Customers Posting Offers to the Site
8.1 Belong agrees to use reasonable efforts to publish offers in the shortest possible time.
8.2 Belong reviews all offers before they are published, and may withhold publishing approval for any reason at its sole discretion.
9 Confidentiality
You acknowledge that in the course of accessing the Services or complying with this Agreement, you may gain access to or have disclosed to you Confidential Information of Belong or any other third party (including without limitation other users of the Services). You hereby agree to only use Confidential Information to perform your obligations under this Agreement, or in compliance with your rights under this Agreement, and not to disclose Confidential Information to any third party without the prior written consent of that party.
Where your permission is required (in accordance with applicable privacy legislation, tax legislation or other applicable laws or policies) for the collection of personal information by Belong, for the transfer of personal information outside of New Zealand, for the storage of records outside New Zealand, for the access of personal information by Belong or otherwise in connection with the provision of the Services, you hereby agree that you provide such authority and permission.
Belong agrees to only use Confidential Information to perform its obligations under this Agreement and to provide the Services. Belong may disclose your Confidential Information to any third party that is either contracted or licensed by Belong to assist it in fulfilling its obligations under the terms of this Agreement. Belong may also disclose your Confidential Information to its associated entities for the purpose of providing you with additional information about products or services.
Notwithstanding any of the above, the possibility exists that information you provide Belong could be unlawfully observed by a third party while in transit over the internet or while stored on Belong’s systems or the Site. Belong disclaims all liability to you to the greatest extent possible pursuant to law should this occur.
“Confidential Information” means information in whatever medium concerning the business, operations, assets, liabilities, affairs, trade secrets, financial, accounting, marketing and technical information, client lists, supplier lists, pricing information, ideas, concepts, know-how, operating procedures and knowledge and other information which is designated as confidential and/or is not in the public domain.
10 Data
10.1 Your data. “Your Data” means any data, content, code, video, images or other materials of any type that you upload, submit or otherwise transmit to or through the Services. You will retain all right, title and interest in and to Your Data in the form provided to Belong. Subject to the terms of this Agreement, you hereby grant to Belong a non-exclusive, worldwide, royalty-free right to (a) collect, use, copy, store, transmit, modify and create derivative works of Your Data, in each case solely to the extent necessary to provide the applicable Services to you and (b) for Services that enable you to share Your Data or interact with other people, to distribute and publicly perform and display Your Data as you direct or enable through the Service. Belong may also access your account or instance in order to respond to your support requests.
10.2 Security. Belong implements security procedures to help protect Your Data from security attacks. However, you understand that use of the Services necessarily involves transmission of Your Data over networks that are not owned, operated or controlled by Belong, and Belong is not responsible for any of Your Data lost, altered, intercepted or stored across such networks. Belong cannot guarantee that our security procedures will be error-free, that transmissions of Your Data will always be secure or that unauthorised third parties will never be able to defeat Belong security measures or those of its third party service providers.
10.3 Indemnity for Your Data. You will defend, indemnify and hold harmless Belong from and against any loss, cost, liability or damage, including legal fees, for which Belong becomes liable arising from or relating to any claim relating to Your Data, including but not limited to any claim brought by a third party alleging that Your Data, or your use of the Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law.
10.4 Removals and suspension. Belong has no obligation to monitor any content uploaded to the Services. Nonetheless, if such action is deemed necessary based on your violation of this Agreement or in response to takedown requests, Belong may (at its complete discretion) remove Your Data from the Services. Belong will generally alert you when Belong takes such action and give you a reasonable opportunity to cure your breach, but may at its absolute discretion suspend or terminate your access pursuant to Section 15. Belong shall have no liability to you for removing or deleting Your Data as described in this Section 10.4.
10.5 Deletion at end of Subscription. Belong may remove or delete Your Data within a reasonable period of time after the cancellation of your Subscription Period.
11 Intellectual Property
The Services contain proprietary information and material that is owned by Belong and/or its licensors, and is protected by applicable intellectual property laws. You agree that all ownership, right, title, intellectual property rights and other rights and interests in and to the Services, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Services, and any copies thereof, belong to and remain solely the property of Belong. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Services or the EB Content, or any intellectual property rights owned by Belong, including without limitation the Belong name, pending or approved patents, logo and the produce names associated with the Services.
12 Legal Disclaimers and Limitation of Liability
12.1 The Services are provided on an “as is, as available” basis. To the maximum extent permitted by law, Belong disclaims any and all express or implied warranties, guarantees or representations including but not limited to: (a) the accuracy, reliability, timeliness or otherwise of any information provided with the Services; (b) the merchantability, reliability or fitness for any particular purpose for any service or product contained in or referred to on the site.
12.2 Belong does not warrant, guarantee or make any representation that: (a) the Services, or the server that makes the Services available on the worldwide web are free of software viruses; (b) the functions contained in any software contained within the Services will operate uninterrupted or are error-free; (c) errors and defects in the Services will be corrected; or (d) the Services meet the client’s requirements.
12.3 The Services contain links to external websites. Belong: (a) provides the link or links to external websites as a convenience to you and the existence of a link or links to external websites does not imply any endorsement by Belong of them; (b) is not responsible for the material contained on those external websites; and (c) makes no warranties and accepts no liability in relation to material contained on those external websites.
12.4 The Services are not designed for the purpose of providing financial or investment advice. The services, products, and recommendations made or referred to on this site are provided for general information purposes only. To the extent that any such information and recommendations constitute advice, they do not take into account any particular financial situation or goals and, accordingly, do not constitute personalised financial advice under the Financial Advisers Act 2008, nor do they constitute advice of a legal, tax, accounting or other nature to any person.
12.5 Some of the Services (including but not limited to the Belong content) includes general summaries of the law which may not deal with or be applicable to your particular circumstances. You acknowledge that the Services do not constitute legal, financial, accounting or taxation advice, and nor should it be relied upon as such by you. For the avoidance of doubt, you are responsible for compliance with that apply to your business.
12.6 Belong gives no guarantees of the availability or accuracy of any particular offer posted on the site and will not be liable to you should an advertised offer have been withdrawn at any time prior to the removal of the offer from the site.
12.7 Belong accepts no responsibility or liability for any errors in your posts or advertisements within the services or the site.
12.8 Belong will not be liable to you, or any person associated with you including but not limited to any of your employees, potential employees, contractors, potential contractors, officers, directors, visitors or associated entities and their employees, potential employees, contractors, potential contractors, officers, directors and visitors under any circumstances for any loss of profits or any damages of any kind recognised by law (even if it has been advised of the possibility of such loss or profits or damages) which are the consequence of you: (a) acting, failing to act, on any of the information contained in the Belong content and/or any of the external websites; or (b) using, or your failure and/or inability to use, any of the Belong content and/or any of the information contained on external websites.
12.9 Belong is not liable to you for: (a) errors or omissions within the Services; (b) delays to, interruptions of or cessation of the Services; or (c) defamatory, offensive or illegal content within the Services, whether caused through negligence of Belong or its employees or contractors or associated entities or their employees or contractors, or through any other cause.
12.10 Belong is not liable to you for, but not limited to, errors, omissions, defamatory, offensive or illegal use of Your Data caused by third parties.
12.11 You agree to accept the full cost of any necessary repair, correction or maintenance of any of its computer software or hardware, which may be necessary in order for you to use the license provided under this agreement, or as a consequence of you accessing the Services.
12.12 To the extent that the limitation of liability contained in this section 11 is prohibited by law, you agree that Belong’s sole obligation to you for any loss, injury, claim, liability or damage of any kind resulting from your use of Services will be limited to the total value of fees (if any) paid by the client to Belong as at the date of any loss, injury, claim, liability or damage or else $20 (whichever is greater).
13 Your indemnification of Belong
You will indemnify and hold Belong and its associated entities, and their directors, officers, employees, agents, licensors harmless with respect to any suits or claims arising out of (a) your breach of this Agreement, including but not limited to, any infringement by you of the intellectual property of any third party; or (b) any third party claims arising out of your use or misuse of the Services.
14 Publicity Rights
Belong may identify you as a Belong customer on the Site or in its promotional materials. Promotional materials may include references to Belong partners and third parties. You may request that Belong stop doing so by submitting an email to [email protected] at any time. Please note that it may take Belong up to 30 days to process your request.
15 Term and Termination
This Agreement may be terminated at any time by provision of written notice to the other party, provided that Sections 9, 10, 11, 12, 13, 16 and 17 will survive any expiration or termination and continue in effect.
Belong may also, at its sole discretion, suspend your access to the Services for any reason at any time.
If the Agreement is terminated, or your access to the Services is suspended, you agree that Belong shall have no liability or responsibility to you and Belong will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law.
To avoid any doubt, where you terminate this Agreement part way through a Subscription Period, the Agreement and the subscription will terminate with immediate effect and you will not be entitled to any credits or refunds for amounts accrued or paid prior to such cancellation. You always have the option, however, to merely cancel your subscription pursuant to Section 3.2 instead rather than terminate the Agreement as a whole.
16 Dispute Resolution
16.1 In the event of any controversy or claim arising out of or relating to this Agreement, the parties hereto shall consult and negotiate with each other and, recognising their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of 60 days, then either party may commence legal proceedings.
16.2 In the event of any controversy or claim arising due to third party involvement, the parties shall consult and negotiate with each other and, recognising their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of 60 days, then either party may commence legal proceedings against each other subject to section16.3
16.3 Belong and its associated entities and their, but not limited to, employees, officers, agents, licensors, and directors, shall be indemnified with respect to any suits or claims arising out of legal proceedings in accordance with 16.2.
17 General Provisions
Any notice under this Agreement must be given in writing. Belong may provide notice to you via email or through your account. Belong’s notices to you will be deemed given upon the first business day after it is sent. You may provide notice to Belong by sending an email to [email protected]. Your notices will be deemed given upon actual receipt by Belong. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency. You may not assign this Agreement without Belong’s prior written consent. Belong will not unreasonably withhold such consent if the assignee agrees to be bound by the terms and conditions of this Agreement. Belong may assign its rights and obligations under this Agreement (in whole or in part) without your consent. This Agreement is the entire agreement between you and Belong relating to the Services and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Services or any other subject matter covered by this Agreement. If any provision or part of a provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions or parts of provisions shall continue in full force and effect. This Agreement may not be modified or amended by you without Belong’s written agreement (which may be withheld in its complete discretion without any requirement to provide any explanation). No failure or delay by the injured party to this Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity. The parties are independent contractors. This Agreement shall not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give one party the express or implied right, power or authority to create any duty or obligation of the other party.
18 Governing Law
This Agreement will be governed by the laws of New Zealand, and any action brought arising out of this Agreement may be brought only in New Zealand and you specifically consent to the jurisdiction and venue of New Zealand courts for the purposes of enforcing any provision of this Agreement.
(including website terms of use)
This Belong Customer Agreement is between you and Sentro Group Limited ('Belong'). If you are agreeing to this Agreement not as an individual but on behalf of your company, then “Customer” or “you” means your company, and you are binding your company to this Agreement.
The terms and conditions set out in this Agreement apply to the Services (as defined below).
Subject to Section 15 below, Belong reserves the right, at its sole discretion, to change, modify, add or remove portions of this Agreement at any time by providing written notice to you. Belong may do so by publishing the amended Agreement to the Site. If you have registered for an account with Belong, it will notify you of the change via the notification facility in your account or via email. It is your responsibility to check this Agreement periodically for changes. Your continued use of the Services following the posting of changes will mean that you accept and agree to the changes.
1 Definitions
Agreement means these Terms and Conditions.
Belong means Sentro Group Limited. Belong a trading brand of Sentro Group Limited.
Belong Platform Access means access to the EB System, without the capability to administer group insurance schemes.
Belong Benefit Admin means access to the EB System, with the capability to administer group insurance schemes.
Belong Service Provider means access to the EB System, with the capability to publish offers to Belong Members and Customers.
Users refer to visitors, customers and others who access the Services whether on behalf of a company (as defined in the Companies Act 1993) or on their own individual behalf, but not limited to, employers themselves, individual employees, third parties contractors of before-mentioned companies and individuals otherwise using the Services.
EB Content means employee benefits documentation content available within the Services, consisting of, but not limited to, workplace benefits contracts and workplace benefits policies.
Paid Services refers to any component of the Services which are otherwise restricted for public use.
the Site refers to the Belong websites including, but not limited to, www.belong.nz
Services refer to the Site and all websites owned or operated by Belong or its associated entities, Belong services and content, Belong web application and Belong mobile applications
Subscriptions are Paid Services offered by Belong on a subscription basis.
Subscription Period refers to the set period from the date when a subscription has been entered into.
EB System refers to employee benefits system which is an employee benefits management platform with web and smartphone interfaces.
EB Service Provider System refers to the ability to publish and manage offers to other businesses on the EB System.
EB System Subscriptions refers to a Paid Service and made available via a subscription.
No-Charge Services are services which Belong may offer at no charge, these include, but not limited to free accounts, trial use, access to Beta Versions.
Beta Versions refers to processes or operations within the Services which are still under development and are subject to change.
Reseller refers to an authorised reseller where Belong Services are obtained.
Your Data refers to any data, content, code, video, images or other materials of any type that you upload, submit or otherwise transmit to or through the Services.
THIS AGREEMENT CONTAINS WARRANTY AND LIABILITY DISCLAIMERS. Please read this agreement carefully before accessing or using the services. By using the services, you indicate your assent to the terms of this Agreement without any modifications, additions or deletions and are entering into a binding legal contract with Belong. If you do not agree to the terms set out in this agreement you are not authorised to use the services.
2 Accounts
2.1 Registration You may need to register for an account/s in order to access and use some parts of the Services. Any registration information that you provide must be accurate, current and complete. You must update your information so that Belong may send notices, statements and other information to you by email or through your account/s.
2.2 Passwords During the registration process you will be required to establish a password. You are responsible for safeguarding this information and any other confidential identifiers. Each account is exclusive and non-transferrable. You will immediately notify Belong of any, or any suspected, unauthorised use of your account/s. You are responsible for all actions and losses arising from use of your account as a result of your failure to keep your information secure and confidential.
2.3 Notices in relation to your account You agree that Belong may provide you with notices in relation to your account, the Services or this Agreement via a notification facility within the Site, and that such notices shall constitute provision of written notice for all purposes (including but not limited to any requirement for written notice under this Agreement).
2.4 Credit card or other payment method You may be required, either as part of the registration process or prior to accessing parts of the Services, to provide a valid payment method and other payment information (such as your credit card or PayPal details). By providing such information, you authorise Belong to debit monies via that method of payment in respect of any purchases made by you for the Services subject to the terms of this Agreement. To avoid any doubt: you will only be debited when you actually make a purchase through the site, and entering payment details of itself will not trigger payment obligations.
3 Your License to Use the Services
Subject to the terms of this Agreement (and your compliance with it) and your payment of any required fees, Belong grants you a limited, non-exclusive, non-transferable license to access and use the Services. Belong reserves all right, title and interest not expressly granted under this license to the fullest extent possible under applicable laws.
Where you are provided access to EB Content, you will also have a limited, non-exclusive and non-transferrable license to reproduce the EB Content.
The licenses granted above are given only with respect to the relationship between you and your employees and contractors, or the relationship between you and the persons who provide personal services to you as a business. If you wish to access or use those parts of the Services for any other purpose, including but not limited to assisting another person (including any of your associated entities) to prepare documents pertaining to a relationship between that other person and its employees or contractors, you must first purchase a license from Belong or its approved resellers that permits that form of use. Alternatively, that other person must register to the Site and obtain its own license to access and use those restricted parts of the Site.
ANY USE OF THE SERVICES NOT SPECIFICALLY PERMITTED UNDER THIS AGREEMENT IS STRICTLY PROHIBITED
You agree that you will not (unless expressly permitted by this Agreement, or with the express written consent of Belong):
- decompile, reverse engineer, disassemble, rent, lease, loan, sell, sublicense without Belong authority, or create derivative works from the Services
- use any network monitoring or discovery software to determine the site architecture, or extract information about usage, individual identities or users from the Services
- use any software, device or manual process to monitor or copy the Services (including but not limited to the use of data mining, robots, screen scraping or other similar automated data gathering)
- modify or copy the layout of the Services, or any computer software or code contained in the Services
- in any way compromise the integrity of Belong systems (including without limitation probing, scanning or testing the vulnerability of any system or network that hosts the Services)
- tamper with, reverse-engineer or hack the Services, circumvent any security or authentication measures, or attempt to gain unauthorised access to the Services, related systems, networks or data
- modify, disable or compromise the integrity or performance of the Services or related systems, network or data
- decipher any transmissions to or from the servers running the Site
- overwhelm or attempt to overwhelm Belong infrastructure by imposing an unreasonably large load on the systems that consume extraordinary resources, CPUs, memory, disk space, bandwidth etc, including without limitation by: using robots, spiders, offline readers or other automated systems to send more request messages to the servers than a human could reasonably send in the same period by use of a normal browser; or by going far beyond the use parameters for the Services
- access or search any part of the Site by any means other than Belong’s publicly supported interfaces
- use meta tags or any other hidden text on the Site
- misrepresent yourself, or disguise the origin of any content (including without limitation by spoofing, phishing, manipulating headers or other identifiers, impersonation or falsely implying any relationship or association with Belong or any third party)
- use the Services to violate the privacy of others, including publishing or posting other people’s private and confidential information without their express permission, or collecting or gathering the personal information of others from the Services
- upload, post or in any way publish material to the Services that infringes another party’s intellectual property rights or legal rights to confidentiality or privacy
- use the Services or content derived from the Services to stalk, harass, bully or intimidate others
- use the Services or content derived from the Services for any illegal purpose
- use the Services in any manner that does not comply with all applicable laws of New Zealand, or of any other relevant jurisdiction
- post, upload, share, submit, or otherwise provide content using the Services that:
- infringes Belong’s or a third party’s intellectual property or other rights, including any copyright, trademark, patent, trade secret, moral rights, privacy rights of publicity, or any other intellectual property right or proprietary or contractual right
- constitutes an offer for a pyramid scheme, or asks or requires any candidate to pay a fee, charge, cost or any other money whatsoever to apply for any job vacancy advertised via the Services irrespective of whether it is asked for or required in the advertisement itself or in any communication with the candidate that takes place as a result of a job advertisement posted via the Services
- you don’t have the right to submit content that:
- is deceptive, fraudulent, illegal, obscene, defamatory, threatening, harmful, pornographic, indecent, harassing, hateful
- encourages illegal or tortious conduct or that is otherwise inappropriate
- attacks others based on their race, ethnicity, national origin, religion, sex, gender, sexual orientation, disability, or medical condition
- contains viruses, bots, worms, scripting exploits, or other similar materials
- is intended to be inflammatory
- could otherwise cause damage to Belong or any third party
- upload, repost and/or frame the content of the Services to any other site or location, online service or bulletin board
- reproduce the content of the Services (including but not limited to EB Content) in any material form
- distribute the content of the Services in any material form
- transmit or retransmit the content of the Services by any medium of communication
- use any feature of the Services to send any unsolicited commercial electronic messages to other users of the Services
4.1 General If you elect to access Paid Services, you agree to pay all fees and charges associated with those Services unless they have been specifically waived in writing by Belong. Those fees and charges shall be as notified when you elect to access the Paid Services (and some are also expressly referred to in this Agreement). All such fees, including any taxes and dishonour fees as applicable, will be charged to your supplied method of payment.
4.2 Subscriptions Paid Services may be offered by Belong on a subscription basis. If you elect to enter a subscription, it will operate for a Subscription Period. Your subscription will automatically renew at the end of the Subscription Period, unless you cancel it before the end of your current Subscription Period. You may cancel your subscription by sending an email to [email protected]. Where that occurs, the cancellation will come into effect at the end of the Subscription Period and you will be downgraded to the free Services offered by Belong, if applicable. You will not be entitled to any credits or refunds for amounts accrued or paid prior to such cancellation.
4.3 EB System subscriptions The EB System provided on the Site is a Paid Service and made available via a subscription. The fees for the subscription are charged on a per employee per month basis. You will be billed monthly. Subscription Rates are published on the Belong website. This fee will be calculated as follows:
- For each employee onboarded into the EB System as at the first day of use, and;
- for each employee with active access in the EB System as at the first day of that subsequent Subscription Period.
The provisions of this Section 4.3 apply to the extent of any inconsistency with Section 4.2.
4.4 EB System Service Provider subscriptions The EB Service Provider System provided on the Site is a Paid Service and made available via a subscription. The fees for a Service Provider subscription are charged on a per month basis. The monthly fee payable is dependent on the Service Provider Plan selected. If you cancel your paid EB Service Provider System subscription, your access to the EB Service Provider System will convert to “read only” access at the end of the Subscription Period. You will not be entitled to any credits or refunds for amounts accrued or paid prior to such cancellation.
The provisions of this Section 4.4 apply to the extent of any inconsistency with Section 4.2.
4.5 Other paid Services Paid Services may also be offered by Belong on any other basis, including on an ad hoc basis. The existence and price of any such Paid Services will be disclosed to you upon confirmation of the scope of work required and prior to your purchase. Paid Services may include (without limitation):
- System Implementation – setting up employee files and data within the system, configuration of business settings and uploading existing employee documents to each employee file.
- Platform Branding – Belong can tailor the appearance of the EB System to include customer logos, imagery, etc. This work is estimated and cost quoted, and due to the design of the EB System, there are limits to what can be altered visually.
5.1 Invoice and payment timing All fees for Paid Services (whether for subscription services or otherwise) will be invoiced and debited from your payment method as follows:
Subscriptions (generally):
- In advance at commencement of the Subscription Period (and each subsequent Subscription Period)
- During the initial Subscription Period: fees will be debited on each day an employee is onboarded into the EB System in the Subscription Period for those employees onboarded. A single invoice will be issued at the end of the Subscription Period for all fees so debited
- In each subsequent Subscription Period: fees will be debited and invoiced on the first day of the subsequent Subscription Period
- Belong may, in its sole discretion, offer discounts or rebates on subscription fees if you place group insurance or other financial services products directly with Belong
- Either on the Paid Service being provided, or at the end of the month – as determined by Belong in its sole discretion.
5.3 GST and other taxes All fees and amounts appearing in this Agreement or referred to by Belong (whether within the Services or otherwise) are exclusive of Goods and Services Tax, and any other applicable taxes and duties, unless expressly stated otherwise. To the extent that any such taxes or duties are payable by Belong, you must pay to Belong the amount of such taxes or duties in addition to any fees owed under this Agreement. Notwithstanding the foregoing, you may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, you will have the right to provide to Belong any such exemption information, and Belong will use reasonable efforts to provide such invoicing documents as may enable you to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.
5.4 New Zealand dollars All fees and amounts appearing in this Agreement or quoted by Belong (whether within the Services or otherwise) are in New Zealand dollars and are exclusive of GST.
5.5 Changes to fees Belong may change the pricing of fees for any Services (including adding additional Paid Services) at its sole discretion on providing written notice to you. Price changes for subscriptions will take effect at the start of the next Subscription Period following the date of the price change. By continuing to use the Services after the price change takes effect, you accept the new price.
6 Free Trials and No-Charge Services
6.1 No-Charge Services Belong may offer No-Charge Services including but not limited to, free accounts, trial use, and access to Beta Versions. Your use of No-Charge Services is subject to any additional terms that Belong specifies (which may be amended at any time) and is only permitted for the period designated by Belong. You may not use No-Charge Services for competitive analysis or similar purposes. Belong may amend, suspend or terminate your right to use No-Charge Services at any time and for any reason in its sole discretion, without liability to you. You understand that any pre-release and beta products or services made available (“Beta Versions”) are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available services or products. Belong makes no promises that any Beta Versions will ever be made generally available. In some circumstances, Belong may charge a fee in order to allow you to access Beta Versions, but the Beta Versions will still remain subject to this Section 6.1. All information regarding the characteristics, features or performance of Beta Versions constitutes Belong’s Confidential Information. To the maximum extent permitted by applicable law, Belong disclaims all obligations or liabilities with respect to No-Charge Services, including any warranty, and indemnity obligations.
6.2 EB System free trial Any free trial of the EB System shall be effective for 14 days only unless otherwise agreed by Belong. In order to continue to have full access the EB System at the conclusion of the free trial period you will be required to enter into a paid subscription pursuant to Section 4.3. Fees will be invoiced and debited from your payment method on the first day of the Subscription Period (and any subsequent Subscription Period thereafter). If you do not enter a paid subscription at the conclusion of your trial period, your account will convert to “read only” access.
The provisions of this Section 6.2 apply to the extent of any inconsistency with Sections 4 or 5.
7 Reseller Orders
This Agreement applies whether you obtain the Services directly from Belong or through a Reseller. If you are provided the Services through a Reseller, you must comply with this Agreement as well as any terms of use or contract imposed on you by the Reseller. Resellers are not authorised to make any promises or commitments on Belong’s behalf, and Belong is not bound by any obligations to you other than what it specifies in this Agreement.
8 Specific Terms Relating to Customers Posting Offers to the Site
8.1 Belong agrees to use reasonable efforts to publish offers in the shortest possible time.
8.2 Belong reviews all offers before they are published, and may withhold publishing approval for any reason at its sole discretion.
9 Confidentiality
You acknowledge that in the course of accessing the Services or complying with this Agreement, you may gain access to or have disclosed to you Confidential Information of Belong or any other third party (including without limitation other users of the Services). You hereby agree to only use Confidential Information to perform your obligations under this Agreement, or in compliance with your rights under this Agreement, and not to disclose Confidential Information to any third party without the prior written consent of that party.
Where your permission is required (in accordance with applicable privacy legislation, tax legislation or other applicable laws or policies) for the collection of personal information by Belong, for the transfer of personal information outside of New Zealand, for the storage of records outside New Zealand, for the access of personal information by Belong or otherwise in connection with the provision of the Services, you hereby agree that you provide such authority and permission.
Belong agrees to only use Confidential Information to perform its obligations under this Agreement and to provide the Services. Belong may disclose your Confidential Information to any third party that is either contracted or licensed by Belong to assist it in fulfilling its obligations under the terms of this Agreement. Belong may also disclose your Confidential Information to its associated entities for the purpose of providing you with additional information about products or services.
Notwithstanding any of the above, the possibility exists that information you provide Belong could be unlawfully observed by a third party while in transit over the internet or while stored on Belong’s systems or the Site. Belong disclaims all liability to you to the greatest extent possible pursuant to law should this occur.
“Confidential Information” means information in whatever medium concerning the business, operations, assets, liabilities, affairs, trade secrets, financial, accounting, marketing and technical information, client lists, supplier lists, pricing information, ideas, concepts, know-how, operating procedures and knowledge and other information which is designated as confidential and/or is not in the public domain.
10 Data
10.1 Your data. “Your Data” means any data, content, code, video, images or other materials of any type that you upload, submit or otherwise transmit to or through the Services. You will retain all right, title and interest in and to Your Data in the form provided to Belong. Subject to the terms of this Agreement, you hereby grant to Belong a non-exclusive, worldwide, royalty-free right to (a) collect, use, copy, store, transmit, modify and create derivative works of Your Data, in each case solely to the extent necessary to provide the applicable Services to you and (b) for Services that enable you to share Your Data or interact with other people, to distribute and publicly perform and display Your Data as you direct or enable through the Service. Belong may also access your account or instance in order to respond to your support requests.
10.2 Security. Belong implements security procedures to help protect Your Data from security attacks. However, you understand that use of the Services necessarily involves transmission of Your Data over networks that are not owned, operated or controlled by Belong, and Belong is not responsible for any of Your Data lost, altered, intercepted or stored across such networks. Belong cannot guarantee that our security procedures will be error-free, that transmissions of Your Data will always be secure or that unauthorised third parties will never be able to defeat Belong security measures or those of its third party service providers.
10.3 Indemnity for Your Data. You will defend, indemnify and hold harmless Belong from and against any loss, cost, liability or damage, including legal fees, for which Belong becomes liable arising from or relating to any claim relating to Your Data, including but not limited to any claim brought by a third party alleging that Your Data, or your use of the Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law.
10.4 Removals and suspension. Belong has no obligation to monitor any content uploaded to the Services. Nonetheless, if such action is deemed necessary based on your violation of this Agreement or in response to takedown requests, Belong may (at its complete discretion) remove Your Data from the Services. Belong will generally alert you when Belong takes such action and give you a reasonable opportunity to cure your breach, but may at its absolute discretion suspend or terminate your access pursuant to Section 15. Belong shall have no liability to you for removing or deleting Your Data as described in this Section 10.4.
10.5 Deletion at end of Subscription. Belong may remove or delete Your Data within a reasonable period of time after the cancellation of your Subscription Period.
11 Intellectual Property
The Services contain proprietary information and material that is owned by Belong and/or its licensors, and is protected by applicable intellectual property laws. You agree that all ownership, right, title, intellectual property rights and other rights and interests in and to the Services, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Services, and any copies thereof, belong to and remain solely the property of Belong. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Services or the EB Content, or any intellectual property rights owned by Belong, including without limitation the Belong name, pending or approved patents, logo and the produce names associated with the Services.
12 Legal Disclaimers and Limitation of Liability
12.1 The Services are provided on an “as is, as available” basis. To the maximum extent permitted by law, Belong disclaims any and all express or implied warranties, guarantees or representations including but not limited to: (a) the accuracy, reliability, timeliness or otherwise of any information provided with the Services; (b) the merchantability, reliability or fitness for any particular purpose for any service or product contained in or referred to on the site.
12.2 Belong does not warrant, guarantee or make any representation that: (a) the Services, or the server that makes the Services available on the worldwide web are free of software viruses; (b) the functions contained in any software contained within the Services will operate uninterrupted or are error-free; (c) errors and defects in the Services will be corrected; or (d) the Services meet the client’s requirements.
12.3 The Services contain links to external websites. Belong: (a) provides the link or links to external websites as a convenience to you and the existence of a link or links to external websites does not imply any endorsement by Belong of them; (b) is not responsible for the material contained on those external websites; and (c) makes no warranties and accepts no liability in relation to material contained on those external websites.
12.4 The Services are not designed for the purpose of providing financial or investment advice. The services, products, and recommendations made or referred to on this site are provided for general information purposes only. To the extent that any such information and recommendations constitute advice, they do not take into account any particular financial situation or goals and, accordingly, do not constitute personalised financial advice under the Financial Advisers Act 2008, nor do they constitute advice of a legal, tax, accounting or other nature to any person.
12.5 Some of the Services (including but not limited to the Belong content) includes general summaries of the law which may not deal with or be applicable to your particular circumstances. You acknowledge that the Services do not constitute legal, financial, accounting or taxation advice, and nor should it be relied upon as such by you. For the avoidance of doubt, you are responsible for compliance with that apply to your business.
12.6 Belong gives no guarantees of the availability or accuracy of any particular offer posted on the site and will not be liable to you should an advertised offer have been withdrawn at any time prior to the removal of the offer from the site.
12.7 Belong accepts no responsibility or liability for any errors in your posts or advertisements within the services or the site.
12.8 Belong will not be liable to you, or any person associated with you including but not limited to any of your employees, potential employees, contractors, potential contractors, officers, directors, visitors or associated entities and their employees, potential employees, contractors, potential contractors, officers, directors and visitors under any circumstances for any loss of profits or any damages of any kind recognised by law (even if it has been advised of the possibility of such loss or profits or damages) which are the consequence of you: (a) acting, failing to act, on any of the information contained in the Belong content and/or any of the external websites; or (b) using, or your failure and/or inability to use, any of the Belong content and/or any of the information contained on external websites.
12.9 Belong is not liable to you for: (a) errors or omissions within the Services; (b) delays to, interruptions of or cessation of the Services; or (c) defamatory, offensive or illegal content within the Services, whether caused through negligence of Belong or its employees or contractors or associated entities or their employees or contractors, or through any other cause.
12.10 Belong is not liable to you for, but not limited to, errors, omissions, defamatory, offensive or illegal use of Your Data caused by third parties.
12.11 You agree to accept the full cost of any necessary repair, correction or maintenance of any of its computer software or hardware, which may be necessary in order for you to use the license provided under this agreement, or as a consequence of you accessing the Services.
12.12 To the extent that the limitation of liability contained in this section 11 is prohibited by law, you agree that Belong’s sole obligation to you for any loss, injury, claim, liability or damage of any kind resulting from your use of Services will be limited to the total value of fees (if any) paid by the client to Belong as at the date of any loss, injury, claim, liability or damage or else $20 (whichever is greater).
13 Your indemnification of Belong
You will indemnify and hold Belong and its associated entities, and their directors, officers, employees, agents, licensors harmless with respect to any suits or claims arising out of (a) your breach of this Agreement, including but not limited to, any infringement by you of the intellectual property of any third party; or (b) any third party claims arising out of your use or misuse of the Services.
14 Publicity Rights
Belong may identify you as a Belong customer on the Site or in its promotional materials. Promotional materials may include references to Belong partners and third parties. You may request that Belong stop doing so by submitting an email to [email protected] at any time. Please note that it may take Belong up to 30 days to process your request.
15 Term and Termination
This Agreement may be terminated at any time by provision of written notice to the other party, provided that Sections 9, 10, 11, 12, 13, 16 and 17 will survive any expiration or termination and continue in effect.
Belong may also, at its sole discretion, suspend your access to the Services for any reason at any time.
If the Agreement is terminated, or your access to the Services is suspended, you agree that Belong shall have no liability or responsibility to you and Belong will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law.
To avoid any doubt, where you terminate this Agreement part way through a Subscription Period, the Agreement and the subscription will terminate with immediate effect and you will not be entitled to any credits or refunds for amounts accrued or paid prior to such cancellation. You always have the option, however, to merely cancel your subscription pursuant to Section 3.2 instead rather than terminate the Agreement as a whole.
16 Dispute Resolution
16.1 In the event of any controversy or claim arising out of or relating to this Agreement, the parties hereto shall consult and negotiate with each other and, recognising their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of 60 days, then either party may commence legal proceedings.
16.2 In the event of any controversy or claim arising due to third party involvement, the parties shall consult and negotiate with each other and, recognising their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of 60 days, then either party may commence legal proceedings against each other subject to section16.3
16.3 Belong and its associated entities and their, but not limited to, employees, officers, agents, licensors, and directors, shall be indemnified with respect to any suits or claims arising out of legal proceedings in accordance with 16.2.
17 General Provisions
Any notice under this Agreement must be given in writing. Belong may provide notice to you via email or through your account. Belong’s notices to you will be deemed given upon the first business day after it is sent. You may provide notice to Belong by sending an email to [email protected]. Your notices will be deemed given upon actual receipt by Belong. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency. You may not assign this Agreement without Belong’s prior written consent. Belong will not unreasonably withhold such consent if the assignee agrees to be bound by the terms and conditions of this Agreement. Belong may assign its rights and obligations under this Agreement (in whole or in part) without your consent. This Agreement is the entire agreement between you and Belong relating to the Services and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Services or any other subject matter covered by this Agreement. If any provision or part of a provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions or parts of provisions shall continue in full force and effect. This Agreement may not be modified or amended by you without Belong’s written agreement (which may be withheld in its complete discretion without any requirement to provide any explanation). No failure or delay by the injured party to this Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity. The parties are independent contractors. This Agreement shall not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give one party the express or implied right, power or authority to create any duty or obligation of the other party.
18 Governing Law
This Agreement will be governed by the laws of New Zealand, and any action brought arising out of this Agreement may be brought only in New Zealand and you specifically consent to the jurisdiction and venue of New Zealand courts for the purposes of enforcing any provision of this Agreement.
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