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These Terms of Use are a contract between you and Timexchange Ltd. By using Timexchange you are agreeing to be bound by these terms in your use of the Service. Please read them carefully.

These Terms of Use were last updated 1 May 2010.

1 Introduction

1.1 Definitions

"Timexchange", "us", "we", and "our" means Timexchange Limited, and where context allows, this includes our employees, directors, shareholders, affiliates, agents, suppliers and everyone involved in providing the Service;

"Approved timesheet" means a timesheet, stored with the Timexchange System that has been approved as correct either by You or your client.

"Service" and "Services", means the any or all of the services offered by Timexchange;

"System", means any internet website, facsimile service, toll free facsimile service, or other interface through which Timexchange provides the Service, primarily but not limited to timexchange.co.nz;

"You" and "Your" means the party or parties who enter into this agreement with Timexchange, and includes any agent, employee or contractor acting on Your behalf;

2 Provision of Services

2.1 Provision of Service

Timexchange agrees to provide Services to You while You are contracted or employed by a recruitment agency and You are in compliance with this agreement. Provision of Services will begin once Your recruitment agency has granted you access to the Service.

3 Your Obligations

3.1 Access

You are responsible for obtaining access to the Service and that access may involve third party fees, including but not limited to internet service provider or airtime charges, or toll charges. You are responsible for those fees. In addition, you must provide and are responsible for all equipment necessary to access the Service.

3.2 Compliance with the law

You agree that You shall use Timexchange's Services only for lawful purposes.

If any violation of New Zealand law involving our Services is discovered or reported to Timexchange, we will notify and cooperate fully with the appropriate law enforcement authorities.

Timexchange may disclose information in order to comply with a court order, warrant, or regulation; and assumes no obligation to inform You that Your information has been provided and in some cases may be prohibited by law from giving such notice.

3.3 Acceptable Use

You agree to abide by the following restrictions on usage of the Services:

You may:

i. Not attempt to undermine the security, stability and performance of any part or component of the System, including but not limited to any attempts to probe, scan or test for vulnerabilities; or

ii. Not override, reset or circumvent any security settings or technical restrictions on Your account or any other account; or

iii. Not transmit or input into the System any content that violates, or promotes activities that violate New Zealand law; perpetrates fraudulent activities of any kind; infringes on intellectual property for which you do not hold applicable license; impersonates any person or entity or falsely states or otherwise misrepresents Your affiliation with a person or entity; is abusive, racist, invasive of privacy or otherwise offensive.

3.4 Password and Security

You will receive access credentials, including a password. You are responsible for maintaining the confidentiality of Your access credentials, and are fully responsible for all activities that occur under Your account.

You agree to immediately notify Timexchange of any unauthorized use of Your password or account or any other breach of security; and ensure that You exit from Your account at the end of each session.

Timexchange cannot and will not be liable for any loss or damage arising from Your failure to comply with this section.

3.5 Digital Signature

You agree that the depression of the button labeled 'Approve' on the approval screens by an authorized person, and recording of a timestamp, is equivalent of a written signature, and constitutes approval for billing purposes of the time and expenses incurred by the contractor or temp associated.

4 Proprietary Rights

Except for rights expressly granted herein, these Terms of Use do not transfer any intellectual or other property or proprietary right to You. You agree that all right, title, and interest in any product or Service provided to You belongs to Timexchange. Except as expressly authorised by Timexchange, You agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service, in whole or in part.

Timexchange grants You a non-transferable and non-exclusive right and license to use the System; provided that You do not (and do not allow any third party to) sell, sublicense, grant a security interest in or otherwise transfer any right , copy, modify, create a derivative work, reverse engineer or otherwise attempt to discover any source code of the System.

You agree not to access the Service by any means other than through the interface that is provided by Timexchange for use in accessing the Service.

5 Privacy & Confidentiality

5.1 Privacy

Timexchange collects, stores and transmits a variety of data in order to provide the Service to You. Timexchange's obligations as regards the privacy of your data are set out in the Privacy Policy.

The Privacy Policy forms part of these Terms of Use, and acceptance of these Terms of Use includes acceptance of the Privacy Policy.

5.2 Confidentiality

You shall not use, disclose, reproduce or otherwise make available to any person, firm, or enterprise (other than Your employees or agents who have a need to know such information to perform their duties), proprietary information provided by Timexchange, including but not limited to pricing, features and special offers, except in the manner prescribed by the Service, or unless specifically authorized in writing by Timexchange.

Your obligations under this clause will survive termination of these Terms.

6 Termination or Breach

These terms will continue to apply until terminated by You or Timexchange as set out below.

6.1 Termination by Approver or Candidate

You may not terminate your use of Timexchange except in agreement with your recruitment agency.

6.2 Termination by Timexchange

Timexchange may terminate these Terms at any time, for any reason without cause, by serving notice to You no less than thirty (30) calendar days prior to Service termination.

Timexchange may terminate these Terms and your use of the System if you fail to sign in for more than 90 days.

Timexchange may immediately suspend or terminate these Terms at any time, without notice to You, if:

i. You fail to provide or maintain account information that is true, accurate, current and complete, or Timexchange has reasonable grounds to suspect that such information is not true, accurate, current and complete, including but not limited to an incorrect email or postal address, leading to our inability to deliver notices; or

ii. You breach any of these Terms of Use, and fail to correct the breach within fourteen (14) calendar days following written notice from us specifying the breach; or

iii. If You are a company and You go into insolvent liquidation or suffer the appointment of an administrator or administrative receiver or enter into a voluntary arrangement with Your creditors;

iv. Requested to do so by law enforcement or other government agencies.

6.3 Upon termination you agree:

On termination of these Terms or suspension of the Services we shall be entitled to delete irrevocably all Your data and account settings. We may, at our discretion, hold some or all such data for a period to allow You to collect it at Your expense, subject to payment in full of any amounts outstanding.

7 Limitations

7.1 Disclaimer of Warranties

You expressly understand and agree that:

i. Your use of the Service is at Your sole risk. The Service is provided on an "as is" and "as available" basis. Timexchange expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

ii. Timexchange makes no warranty that:

a. The Service will meet Your requirements; or

b. The Service, including but not limited to notifications and reminders by electronic or verbal means, will be uninterrupted, timely, secure, or error-free; or

c. The results that may be obtained from the use of the Service will be accurate or reliable; or

d. The quality of any products, Services, information, or other material purchased or obtained by You through the Service will meet Your expectations; or

e. Any errors in the software will be corrected.

iii. Any material downloaded or otherwise obtained through the use of the Service is done at Your own discretion and risk and that You will be solely responsible for any damage to Your computer system or loss of data that results from the download of any such material.

iv. No advice or information, whether oral or written, obtained by You from Timexchange or through or from the Service shall create any warranty not expressly stated in these Terms.

7.2 Limitation of Liability

i. You expressly understand and agree that Timexchange, its employees, directors, shareholders, agents, suppliers, contractors, licensors and everyone involved in providing the service shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Timexchange has been advised of the possibility of such damages), resulting from:

a. The use or the inability to use the service;

b. The cost of procurement of substitute goods and services;

c. Unauthorised access to or alteration of your transmissions or data;

d. Statements or conduct of any third party on the service;

e. Any other cause beyond our control;

f. Mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation or transmission; or

g. Any other matter relating to the service.

ii. You agree to defend, indemnify and hold Timexchange harmless from and against any and all claims, losses, liabilities and expenses (including legal fees) related to or arising out of the Services provided by Timexchange to You under these Terms.

iii. In any event no claim shall be brought unless You have notified Timexchange of the claim within one year of it arising.

iv. Notwithstanding anything herein contained or implied no employee, agent or director of Timexchange will be liable to the customer for any breach of duty or care in contract, tort, equity or otherwise in relation to the performance of obligations under these Terms or in relation to the subject matter of these Terms.

v. Our total aggregate liability to You for any claim in contract, tort, negligence or otherwise arising out of or in connection with the provision of the Services shall be limited to the charges paid by You in respect of the Services which are the subject of any such claim.

vi. This clause shall survive termination of this contract.

7.3 Consumer Guarantees

You accept that any products supplied or services rendered by Timexchange are for business purposes only, and therefore The Consumer Guarantees Act 1993 and all other statutory consumer guarantees or implied warranties will not apply to this contract with You and they are excluded to the fullest extent possible.

8 General

8.1 Assignment and Delegation

Timexchange may assign or transfer its rights and responsibilities under these Terms to another party. Timexchange may also subcontract the performance of any of its responsibilities under these Terms to another party.

You may not assign or transfer any of Your rights or responsibilities under these Terms to anyone else without the prior written consent of Timexchange.

8.2 Governing Law

These Terms shall be governed by and construed in accordance with New Zealand law and You hereby submit to the exclusive jurisdiction of the New Zealand courts in any matter arising from these Terms.

8.3 Headings

Headings are included in these Terms for convenience only and shall not affect the construction or interpretation of these Terms.

8.4 Severance

In case any one or more of the provisions contained in these Terms shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of these Terms, and these Terms shall be construed as if such provision(s) had never been contained herein, provided that such provision(s) shall be curtailed, limited, or eliminated only to the extent necessary to remove the invalidity, illegality, or unenforceability.

8.5 Waiver

Failure by any party to enforce any right or obligation with respect to any matter arising in connection with these Terms shall not constitute a waiver as to that matter or any other matter either then or in the future.

No waiver by Timexchange of any breach by You of any of the provisions of these Terms shall be deemed a waiver of any preceding or succeeding breach of these Terms. No such waiver shall be effective unless it is in writing and then only to the extent expressly set forth in such writing.

8.6 Entire Agreement

These Terms of Use together with any documents expressly referred to in them, constitute the entire contract between Timexchange and You and supersede any previous agreements, contracts, arrangements, undertakings or proposals, written or oral between us in relation to such matters, with the sole exception of the Supply Agreement signed if You are a recruitment agency. No oral explanation or oral information given by any party shall alter the interpretation of these Terms. In agreeing to these Terms, You have not relied on any representation other than those expressly stated in these Terms and You agree that You shall have no remedy in respect of any misrepresentation which has not been made expressly in these Terms.

8.7 Notice

Notices to You may be made via either email or regular mail using the details supplied by You upon purchase of the Service or activation of Your account. The Service may also provide notices of changes to these Terms or other matters by displaying notices or links to notices to You through the Service.

Notices to Timexchange may be made in writing to , or in writing to Timexchange Ltd, PO Box 11677, Wellington.

8.8 Agreement Modifications

Timexchange reserves the right in its sole discretion to modify these Terms for any reason and without explanation. Timexchange will provide notice thirty (30) calendar days prior to the Terms becoming effective. Your continued usage of the Services will constitute acceptance of any changes.

Unless explicitly stated otherwise, any new features that augment or enhance the current Service, shall be automatically subject to these Terms.

8.9 Report abuse

To report abuse of these Terms, please email us at .

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