1. What this agreement is about
1.2. By registering for, or using, any Service you agree to be bound by this agreement. If you do not wish to be bound by this agreement, you must stop using any Service.
1.4. In this agreement
1.4.1. “Processing” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction and “Process”, “Processed” and “Processes” shall be construed accordingly.
1.4.2. “Supervisory Authority” means an independent public authority which is established under applicable Member State law and which concerns itself with the Processing of Personal Data.
1.4.3. “Subscriber User” means the user of the Service who has been nominated as the “Account Owner” and is responsible for the arranging payment for the Service.
2. Who this agreement is between
2.1. This agreement is between: you, the person or organisation authorised to use the Service; and us, Link.
2.2. By entering into this agreement, we both agree to be bound by and keep to it.
3. Registering with Link
3.1. On registering with Link for the Service you will provide us with an email address and password (the “sign-in information”). You will be sent an activation email to this email address during registration and you will need to activate your account.
4. Setting up a Link account directly
4.1. The date on which you provide billing details to allow us to charge you for any paid component of the Service will become your “Billing Date”, you will be invoiced immediately and will be charged the current list price in advance. Your subscription will automatically renew on your Billing Date.
4.2. If at any time during your subscription you want to include additional Service components within your subscription you must pay the applicable fees for each additional component and your subscription fee will be pro-rated from the date access to the additional component is made available to you until your next Billing Date. If you wish to reduce access to certain Service components, you may do so from your next Billing Date when your fees will be calculated to take account of your reduced access to the components.
4.3. We may increase the subscription fee for the Service or any part of the Service at any time by giving you not less than 30 days’ written notice and such an increase will take effect from your next payment date after this notice period has ended. This will not affect annual subscribers until their next renewal date.
4.4. By using the functionality within the Service you may invite others to view your insights produced using the Service. If you choose to do this, we do not accept any liability for the actions of those you invite including, without limitation, their access, the data contained within it and the data contained within any third party service with which your Link account integrates.
5. Your rights to use the Service and your obligations
5.1. You must only use the Service for your internal business purposes and only to sync your own business information into the Service.
5.2. All rights of ownership of the information you sync into the Service remain yours but your access to this information is dependent upon you complying with these terms and conditions and your applicable subscription fee being paid in full. We follow good industry practice to prevent data loss; however, you must keep copies of any information inputted into the Service (or generated by it) as we cannot guarantee that your information will not be lost or damaged.
5.3. You cannot transfer your Link subscription to any other person or organisation. For example, you cannot sell it if you no longer want to use the Service, or if you become insolvent an insolvency practitioner may not pass on your Service subscription (including your sign-in information) as part of your business’s assets. Further information on this is set out in clause 14.4.
5.4. You must comply with all applicable laws and legislation in respect of your use of the Service. When sharing data via the Service, you must ensure that the content of any data does not and will not result in any injury, damage or harm to us or any third party (including, without limitation, defamation or breach of confidentiality) and the content does not contain anything which is unlawful, obscene, indecent or immoral or promotes illegal or unlawful activities. You must not use the Service to post, share or disseminate any material unrelated to the use of Service for your internal business purposes, including (but not limited to): offers of goods or services for sale, unsolicited commercial email, files that may damage any other person’s computing devices or software or material in violation of any law (including material that is protected by copyright or trade secrets which you do not have the right to use). When you use the Service to communicate or share any information, you represent that you are permitted to make such communication and share such information. We are under no obligation to ensure that communications sent by users of the Service are legitimate or that they are related only to the use of the Service for internal business purposes.
5.5. You acknowledge that we are not your accountant, we do not provide accountancy services and the Service should not be used as a substitute for professional accountancy advice.
5.6. Some features of the Service may rely on integration with third party products or services or provide access to technology, information or services not provided by us (“Additional Services”). You may purchase or subscribe to third party products, software or services that integrate or work with the Service and it is your responsibility to decide whether or not to use these Additional Services. If you choose to do so you must agree to the separate applicable terms and conditions presented to you by the third party for those Additional Services. If there is a conflict between any of the terms of this agreement and the Additional Services terms, the Additional Services terms will apply in relation to your use of the Additional Service in question. We are not responsible for any issue with any third-party technology, information and / or services and will not be liable for those issues. We may withdraw access to such third party technology, information or services via the Service at any time and without notifying you.
5.7. You may invite anyone else to use or benefit from the Service and you may use the Service with someone else’s information to provide an advisory service to them. Should they register as a user of the Service, their use of the Service will be subject to these terms and conditions and their payment of the fees for access to the Service.
6. You own and are responsible for your Data
6.1. Title to, and all intellectual property rights in, the Data (as between you and us) remains your property.
6.2. You grant us a worldwide, non-exclusive, fully paid up, transferable, perpetual, irrevocable licence to use, store, copy, modify, anonymise, make available, communicate, index, store, comment on or otherwise use the Data for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with this agreement; or any analytical or data aggregation services we provide, provided that where we display or distribute the Data to any third party it will be on an anonymised and aggregated basis (unless you request us to provide your name and other details to another person).
7. Restrictions on your use of the Service
7.1. You must not introduce any viruses or harmful technology to the Service.
7.2. You must not try to gain unauthorised access to the Service, any data stored within the Service by any other User, or any underlying technology.
7.3. You must not try to affect the availability of the Service to our users (sometimes called ‘a denial-of-service attack’).
7.4. You may not use the Service to help you develop your own software. For example, you must not use or copy all or any part of the Service’s graphical user interface, operating logic or code of any kind for it to be part of any software or other product or technology, unless that use or copying is allowed by law.
7.5. You must not use the Service’s integration with messaging platforms to send unsolicited messages that may be considered spam.
7.6. It is impossible to provide an exhaustive list of exactly what constitutes acceptable and unacceptable use of the Service. In general, we will not tolerate any use which damages or is likely to damage our business or reputation, the availability or integrity of the Service or which causes us or threatens to cause us to incur any legal, tax or regulatory liability, and any such use will be a breach of these terms and conditions. We will also not tolerate any conduct by you which is (or we reasonably deem to be) offensive, malicious, threatening, intimidating or otherwise unacceptable behaviour (“Unacceptable Conduct”). If we consider you have participated in any Unacceptable Conduct, we may end this agreement by giving you 20 days’ notice in writing. In these circumstances you will not be entitled to a refund of any amounts you have paid to us in advance for your subscription period.
8. Our promises relating to the Service
8.1. Whilst we aim to provide uninterrupted use of the Service, but we can’t guarantee this. For example, some interruptions may be caused by reasons outside our control and in such circumstances, we will not be responsible for any failure to perform our obligations in this agreement, and we will be excused from that failure.
8.2. We do not promise:
8.2.1. that the Service will be compatible with your web browser or computer set-up;
8.2.2. that the Service will meet your own needs;
8.2.3. that you will be able to use the Service in any particular way or for any particular purpose;
8.2.4. that you will get particular outputs from the Service;
8.2.5. that any forecasts or predictive analysis the Service performs or delivers will be an accurate representation of the future;
8.2.6. that the standard of the results you get from using the Service will meet your expectations; or
8.2.7. that, where you use our technical support services, we will be able to fix your problem or remedy your issue.
8.3. The fact that you may have told our representative about how you intend to use the Service will not affect this clause as the Service has been developed for many different types of users, and you are responsible for setting up and accessing the Service so that you can use it in the way you need, and as best suits your circumstances.
8.4. You are solely responsible for obtaining and maintaining your internet and network connections and any associated problems are your responsibility.
8.5. We will take reasonable steps to make sure that the Service is free from viruses but we cannot guarantee this. We recommend that you use your own virus-protection software as we will not be responsible for any loss or damage caused by any viruses or other harmful technology that may infect your computer systems, data or other material owned by you.
8.6. You are responsible for controlling who can access your Link account. We advise that you don’t allow anyone else to use your sign in information and that you change your password at regular intervals
8.7. From time to time we may temporarily suspend access to the Service, for maintenance, repairs or other reasons. We will try to do this outside normal business hours and provide advance notice but this might not always be possible. If we become aware that there is an issue with the Service which affects you we may contact you to discuss the steps required to remedy that issue. You agree to provide all reasonable assistance in helping us remedy that issue.
8.8. This agreement describes all of our promises relating to the Service. Unless this agreement says otherwise, we are not bound by any other contract terms, warranties or other type of promise. If, under any law, a particular term, warranty or other type of promise relating to the Service would automatically be included in this agreement, we will only be bound by that term, warranty or promise to the extent prescribed by law.
9. Data Protection
9.1. For the purposes of this agreement, the parties agree that you are the Data Controller in respect of Personal Data contained within Customer Data (“Customer Personal Data”) and as Data Controller, you have sole responsibility for its legality, reliability, integrity, accuracy and quality.
9.2. You warrant and represent that:
9.2.1. you will comply with and will ensure that your instructions for the Processing of Customer Personal Data will comply with the relevant Data Protection Laws;
9.2.2. you are authorised pursuant to the Data Protection Laws to disclose any Customer Personal Data which you disclose or otherwise provide to us regarding persons other than yourself;
9.2.3. you will where necessary, and in accordance with the Data Protection Laws, obtain all necessary consents and rights and provide all necessary information and notices to Data Subjects in order for:
22.214.171.124. you to disclose the Customer Personal Data to us;
126.96.36.199. us to Process the Customer Personal Data for the purposes set out in this agreement; and
188.8.131.52. us to disclose the Customer Personal Data to: (a) our service providers where necessary for us to provide the Service; (b) law enforcement agencies; (c) any other person in order to meet any legal obligations on us, including statutory or regulatory reporting; and (d) any other person who has a legal right to require disclosure of the information, including where the recipients of the Customer Personal Data are outside the country where the User is based.
9.3. To the extent that the Service Processes any Customer Personal Data, the terms of Appendix A shall apply and the parties agree to comply with such terms.
9.5.1. deliver advertising, marketing (including in-product messaging) or information to you which may be useful to you, based on your use of the Service;
9.5.2. carry out research and development to improve our services, products and applications;
9.5.3. develop and provide new and existing functionality and services (including statistical analysis, benchmarking and forecasting services) to you and other Link customers;
9.5.4. provide you with location based services (for example location relevant content) where we collect geo-location data to provide a relevant experience,
9.6. You agree that we may retain and use data generated by you during your use of the Service once this agreement is terminated for the purposes outlined in clause 9.5 provided that we shall only retain and use such data in a pseudonymised form, displayed at aggregated levels, which will not be linked back to you or to any living individual.
9.7. In this clause 9, and in Appendix A, the following terms have the following meanings:
9.7.1. “Customer Data” shall mean the data, information or material provided, inputted or submitted by you or on your behalf into Link Reporting, which includes any data which has been retrieved with your permission by the Service and which may include data relating to your business, your customers, activities and staff.
9.7.2. “Customer Personal Data” has the meaning set out in clause 9.1.
9.7.3. “Data Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data; where the purposes and means of such Processing are determined by applicable law, the controller or the specific criteria for its nomination may be provided for by applicable law.
9.7.4. “Data Processor” means the natural or legal person, public authority, agency or other body which Processes Personal Data on behalf of the Data Controller.
9.7.5. “Data Protection Laws” means all applicable laws, including all applicable EU laws and regulations governing the use or processing of Personal Data, including (where applicable) the European Union Directive 95/46/EC (until and including 24 May 2018), the GDPR (from and including 25 May 2018) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time.
9.7.6. “GDPR” means EU General Data Protection Regulation 2016/679.
9.7.7. “Personal Data” means any information relating to an identified or identifiable natural person (“Data Subject”); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
9.7.8. “Processing” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction and “Process”, “Processed” and “Processes” shall be construed accordingly.
9.7.9. “Supervisory Authority” means an independent public authority which is established under applicable law and which concerns itself with the Processing of Personal Data.
10. Anti-Bribery and Corruption
10.1. Each party will and will procure that persons associated with them shall:
10.1.1. comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption (the “Relevant Requirements”);
10.1.2. not engage in any conduct which would constitute an offence under any of the Relevant Requirements;
10.1.3. not do, or omit to do, any act that may lead the other party to be in breach of any Relevant Requirements;
10.1.4. promptly report to the other party any request or demand for any undue financial or other advantage received by it in connection with this agreement;
10.1.5. have and maintain in place during the term of this agreement its own policies and procedures to ensure compliance with the Relevant Requirements and will enforce them where appropriate.
10.2. Technical support and how we may access your Link account
10.2.1. During the period of your subscription, we provide support during New Zealand business hours (although there may be times where we are unable to do this for reasons outside our control) covering problems you may have using the Service. We may provide this by telephone, email, web-chat, remote assistance (where we will access your account and data online) or self-help online support as described in the Help Section of the Service. You grant us the right to access your data to provide such support. If we do not have this access we may not be able to provide you with support.
10.2.2. We may release enhancements or provide additional features to the Service (“Updates”). The frequency and how we provide any Updates to you will be at our discretion. We may tell you when we have provided such Updates via a notification in the Service or by sending an email to you.
10.3. We will not at any time give you technical support or other assistance for any hardware, third-party software, services or other equipment used with the Service.
11. Intellectual Property Rights
11.1. Although you have rights to use the Service as described in this agreement, you do not own any of the intellectual property rights in the Service or any of its content or related logos. We (or the third party from whom we obtain our rights if we are not the owner) continue to own the intellectual property rights in the Service and any content or related logos, including any software we provide to replace all or part of the Service. The only rights you have to the Service are as set out in this agreement.
11.2. You undertake not to use Link’s name or brand in any promotion or marketing or other announcement unless authorised to do so by us.
12. Our liability and responsibility to you if something goes wrong
12.1. This clause sets out our entire liability to you (including any additional users you may have invited) which arises out of or in connection with this agreement whether in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise.
12.2. Subject to clauses 12.4 and 12.5, our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise arising under or in connection with this agreement will be limited to paying you an amount which is equal to the total of all fees you have paid to us for your use of the relevant Service during the 12 month period immediately preceding the date on which the claim arose (such relevant Service being the part of the Service forming the subject matter of the claim).
12.3. Subject to clauses 12.4 and 12.5, we will not be responsible whether in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise for any of the following (even if we knew or should have known there was a possibility you could suffer or incur such loss or damage):
12.3.1. loss of profit, business or revenue and/or depletion of goodwill or similar losses;
12.3.2. loss of use or loss of or damage to data / information inputted by you into the Service;
12.3.3. any interruption to your business or damage to information, however that interruption or damage is caused;
12.3.4. losses you suffer as a result of using the Service other than as described in the relevant documents or instructions; and / or
12.3.5. any loss or damage which we could not have reasonably known about at the time you entered into this agreement including, without limitation any special, indirect or consequential loss or damage.
12.4. Nothing in this agreement will exclude or limit our liability for any other matter which cannot be excluded or limited under applicable law.
12.5. Your and our responsibilities under this agreement are reasonable because they reflect that:
12.5.1. we cannot control how, and for what purposes, you use the Service;
12.5.2. we have not developed the Service specifically for you; and
12.5.3. although we follow good industry practice, it is not economically possible for us to carry out all the tests necessary to make sure that the Service is problem or error free.
13.1. We may end this agreement:
13.1.1. immediately if we do not receive your subscription fee or any other fees due to us under this agreement by the relevant due date; or
13.1.2. at any time on giving you at least 30 days’ notice and if we do, we will refund to you any amounts you have paid in advance for the applicable subscription period calculated from the date of termination.
13.2. You may end this agreement at any time by sending us an email to email@example.com. If you end this agreement, we will confirm the date that this agreement will end. We will not give you a refund for any amounts you have paid in advance for the applicable subscription period, and you must immediately pay all amounts you owe to us by the date this agreement ends. If you continue to use the Service after the expiry of any subscription period we will be entitled to charge you for such use at our then current applicable fees.
13.3. Should we have granted you access to paid-for Service functionality on a free trial basis for whatever reason, if at the end of the trial period you choose not to pay the subscription fee to continue to use the paid-for functionality, your access to such functionality will immediately end.
13.4. If you or we discover that the other party has breached this agreement, that party can give the other written notice that the matter must be put right within 30 days. If the matter is put right within that time, no further action will be taken. If it is not put right within that time, the person who is not in breach may end this agreement upon giving the other notice in writing.
13.5. This agreement will automatically (i.e. without us having to tell you) and immediately end without refund if you become insolvent (or something similar happens) or your is not able to pay its debts, stops trading or becomes insolvent (or something similar happens). In those circumstances we will have no further obligation to you under this agreement and any monies due from you will become immediately due and payable.
13.6. No matter how this agreement ends, the information you store in the Service remains your information and you can access it in a format provided by through the Service before the end of this agreement. If you wish to access your information after this agreement has ended, you agree to pay our reasonable charges for that access, but you accept that we have automated processes that periodically delete data belonging to customers with whom this agreement has ended and therefore we may ourselves no longer have access to your information.
13.7. In addition to our rights to end this agreement, we may also suspend your use of the Service at any time if we do not receive payment in full when due or if we suspect that you have breached any part of this agreement.
13.8. Any suspension of your Link account will continue until such time that the breach in question has been remedied to our reasonable satisfaction and/or we have received payment from you in full. Where we suspend or terminate your use of the Service under this clause 13, we may at our discretion agree to reactivate your account subject to you paying to us a reactivation fee. If you received the Service at a special or discounted price your subscription fee may be reactivated at our then-current list price which will be higher than the special or discounted price you previously paid.
14. What else do you need to know?
14.1. If a court or similar body decides that any wording in this agreement cannot be enforced, that decision will not affect the rest of this agreement, which will remain binding on both parties. However, if the wording that cannot be enforced could be enforced if part of it is deleted, we will both treat the relevant part of the wording as if it is deleted.
14.2. If you or we fail to, or delay in, exercising any rights under this agreement, that will not mean that those rights cannot be exercised in the future.
14.3. This agreement and the documents we refer to above constitute the entire agreement between you and us for your use of the Service, and replaces all documents, information and other communications (whether spoken or written) between us for such use.
14.4. As specified in clause 5.3, this agreement is personal to you and may not be transferred, assigned, subcontracted, licensed, charged or otherwise dealt with or disposed of (whether in whole or in part) by you without our prior written consent. We may transfer, assign, subcontract, license, charge or otherwise deal with or dispose of (whether in whole or in part) this agreement at any time without your consent.
14.5. A person who is not a party to this agreement has no right to enforce any term of it.
14.6. Where either party is required to notify the other party by email, the party shall be deemed to have received the email on the first business day following transmission.
15. Which laws govern this agreement?
This agreement is governed by the laws of New Zealand and you and we both irrevocably agree that the courts of New Zealand will have exclusive jurisdiction to hear and decide any dispute, action, suit or proceedings on all disputes arising out of this agreement, including any disputes as to its existence, validity or termination or claims about this agreement.
16. Information on the Service should be treated as a guide only
16.1. The information and tools provided on the Service should not be your only source of information when you are making business decisions. In some instances we rely on other entities to provide us with information, which may not always be accurate or reliable. In particular industry benchmarks, are based on information that other businesses, partners and third parties provide to us. This information should only be treated as a guide.
16.2. We do not warrant the accuracy of any information provided on the Service. Use the Service as a starting point and then seek independent professional advice.
17. Use of anonymised data
Appendix A – Data Protection
Where there is any inconsistency between the terms of this Appendix A and any other terms of this agreement, the terms of Appendix A shall take precedence.
2. Processing of Personal Data
2.1 During the term of this agreement we warrant and represent that we:
2.1.1. shall comply with the Data Protection Laws applicable to us whilst any Personal Data is in our control;
2.1.2. when acting in the capacity of a Data Processor, shall only Process Personal Data:
184.108.40.206 as is necessary for the provision of the Service under this agreement and the performance of our obligations under this agreement; or
220.127.116.11 otherwise on your documented instructions.
3. Our Obligations
3.1 We shall:
3.1.1. taking into account the nature of the Processing, assist you by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of your obligation to respond to requests from individuals for exercising Data Subjects’ rights; and
3.1.2. taking into account the nature of the Processing, and the information available to us, provide reasonable assistance to you in ensuring compliance with your obligations relating to:
18.104.22.168. notifications to Supervisory Authorities;
22.214.171.124. prior consultations with Supervisory Authorities;
126.96.36.199. communication of any breach to Data Subjects; and
188.8.131.52. privacy impact assessments.
4.1 We shall:
4.1.1 take reasonable steps to ensure the reliability of any personnel who may have access to the Personal Data;
4.1.2 ensure that access to the Personal Data is strictly limited to those individuals who need to know and/or access the Personal Data for the purposes of this agreement; and
4.1.3 ensure that persons authorised to Process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
4.2 If so required by Data Protection Laws, Link Reporting shall appoint a data protection officer and make details of the same publicly available.
5. Security and Audit
5.1. We shall implement and maintain appropriate technical and organisational security measures appropriate to the risks presented by the relevant Processing activity to protect the Personal Data against unauthorised or unlawful Processing and against accidental loss, destruction, damage or disclosure. Such measures include, without limitation, the security measures set out in clause 5.3 below.
5.2. Subject to any existing obligations of confidentiality owed to other parties, we shall make available to you all information reasonably necessary to demonstrate compliance with the obligations set out in this Appendix A, which may include a summary of any available third party security audit report, or shall, at your sole cost and expense (including, for the avoidance of doubt any expenses reasonably incurred by us), allow for and contribute to independent audits, including inspections, conducted by a suitably-qualified third party auditor mandated by you and approved by us.
5.3. Link operates, maintains and enforces an information security management programme (“ISMS”) which is consistent with recognised industry best practice. The ISMS contains appropriate administrative, physical, technical and organisational safeguards, policies and controls in the areas required by ISO27001.
6. Data Breach
6.1.We shall notify you if we become aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Personal Data arising from our acts or omissions.
8. Return and deletion
8.1. At your option, we shall delete or return all Personal Data to you at the end of the provision of the Service and delete all existing copies of Personal Data unless we are under a legal obligation to require storage of that data or we have another legitimate business reason for doing so.
9. Use of Sub-Processors
9.1.You agree that we have general authority to engage third parties, partners, agents or service providers to Process Personal Data on your behalf in order to provide the applications, products, services and information you have requested or which we believe is of interest to you (“Approved Sub-Processors”). We shall not engage a sub-processor to carry out specific Processing activities which fall outside the general authority granted above without your prior specific written authorisation and, where such other sub-processor is so engaged, we shall ensure that the same obligations set out in this Appendix A shall be imposed on that sub-processor.
9.2. We shall be liable for the acts and omissions of any Approved Sub-Processor to the same extent we would be liable if performing the services of each Approved Sub-Processor directly under the terms of this agreement.