ZenContract Terms of Use

ZenContract Limited – (referred to herein as “ZenContract”, “we” or “us”) agree to supply services (“the Service”) to you, the Customer, in return for the payment of the price for those Services and according to these Terms. Acceptance of delivery or receipt of any Services will (notwithstanding any statement to the contrary by you or your employees or agents) constitute acceptance of these Terms.

These Terms are binding on any use of the Service and apply to you from the time that ZenContract provides you with access to the Service.

ZenContract reserves the right to change these terms at any time, effective upon the posting of modified terms on the Website. By registering and using the Service you acknowledge that you have read and understood the Terms. You acknowledge that you have the authority to act on behalf of any person for whom you are using the Service.

1.     Definitions in these Terms


Referred to herein as “we” or “us”

"Subscriber" or “You” and “Your”

Means the person, business or company that is the purchaser of the Service

“Services” or “Service”

Mean the services provided to Subscriber by ZenContract via the Website.


Means the internet site or any other site operated by ZenContract


Means any documents, information or files inputted into the Service by you or your customers.


All prices exclude GST, and any other applicable taxes.




2.     Use of Service

  1. ZenContract grants you a non-exclusive, non-transferable right to access and use the Service limited by and subject to the provisions of this Agreement.
  2. You may only use the Service for your own business and must ensure that your access credentials are protected at all times from unauthorized access or use by third parties.
  3. You must only use the Service and Website for your own lawful internal business purposes.
  4. You must not attempt in any way to undermine the security or integrity of ZenContracts servers or networks.
  5. You must not transmit, or input into the Website, any files that may damage any other person’s computing devices or software, any content that may be offensive or material in violation of any law.
  6. You must not duplicate, modify, reverse compile or reverse assemble the software used in the Service in whole or part and must not allow or cause, directly or indirectly, any third party to do so.
  7. You agree that from time to time we may suspend the service for maintenance or upgrades; this can be at any time without notice to you.
  1. You will not do anything that is prejudicial to ZenContract’s reputation or that will bring it into disrepute or damage its goodwill.


3.     Warranties and Acknowledgments

  1. Authority: You warrant that where you have registered to use the Service on behalf of another person, you have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service you bind the person on whose behalf you act to the performance of any and all obligations that you become subject to by virtue of these Terms, without limiting your own personal obligations under these Terms.
  1. Acknowledgement: You acknowledge that:


  1. You are authorised to use the Service and the Website and to access the information and Data that you input into the Website, including any information or Data input into the Website by any person you have authorised to use the Service. You are also authorised to access the processed information and Data that is made available to you through your use of the Website and the Services (whether that information and Data is your own or that of anyone else).
  2. ZenContract has no responsibility to any person other than you and nothing in these Terms confers, or purports to confer, a benefit on any person other than y If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that you are responsible for ensuring that you have the right to do so.


  1. The provision of, access to, and use of, the Services is on an "as is " basis and at Your own risk.


  1. ZenContract does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. ZenContract is not in any way responsible for any such interference or prevention of Your access or use of the Services.


  1. It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.


  1. You remain solely responsible for complying with all applicable accounting, tax and other laws. It is Your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).


  1. No warranties:ZenContract gives no warranty about the Services. Without limiting the foregoing, ZenContract does not warrant that the Services will meet your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.


  1. Consumer guarantees:You warrant and represent that you are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.


4.     Intellectual Property

  1. Title to, and all Intellectual Property Rights in, the Data remain your Access to the Data is contingent on full payment of any ZenContract invoice when due. You grant ZenContract a license to use, copy, transmit, store and backup your information and Data for the purpose of enabling ZenContract to provide the service to You.


5.     Backups

  1. You must maintain a backup copy at all times of any Data that you input into the Service. ZenContract uses best practices to prevent loss of data, but does not make any guarantees that there will be no loss of Data. ZenContract will not be liable for any loss of Data no matter how that loss is caused.


6.     Liability

  1. To the maximum extent permitted by law, ZenContract will not be liable to you or any other person under any circumstances for any loss of use, profit, revenue, interest, goodwill or data, or for any injury or death to any person, or for any indirect, incidental or consequential damages sustained or incurred by you or any such other person, whether such liability arises directly or indirectly as a result of:

    1. any negligent act or omission or wilful misconduct of ZenContract or its employees or agents;
    2. the supply, performance or use of any Products or services; or
    3. any breach by ZenContract of its obligations under these Terms or any relevant Sales Contract.


  1. If you are not satisfied with the Service, your sole and exclusive remedy is to give notice terminating your use of the Service in accordance with Clause 9.


7.     Payments Refunds and Dispute Resolution


  1. ALL Prices are in USD unless specified and based on your origin tax may be payable in addition to the stated price.
  2. If your direct debit fails for any reason your Service will be suspended until the account is brought up to date.
  3. We allow a trial period of our Service to be used before you are required to make a payment. ZenContract will not provide any refund or any part refunds for any Service. Any customisation of the Service for you is payable before delivery and is non-refundable.
  4. If you have a dispute, please contact us and we will do our best to ensure your issue is resolved.


8.     Delivery and Returns Policy

  1. Returns are not applicable as our products are delivered electronically.
  2. The price advertised might not be the same price charged to the credit card account due to exchange rate fluctuations. This means that because we are based in New Zealand we have to convert your purchase to New Zealand dollars at the exchange rate on the day it is processed. We use our bank's exchange rates.


9.     Termination

  1. The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes. These Terms are effective unless and until terminated by either you or us. If in our sole judgement you fail, or we suspect that you have failed, to comply with any term or provision of these Terms , we may terminate your right to access and use the Service at any time without notice and you will remain liable for all amounts due up to and including the data of termination; and/or accordingly may deny you access to our Services (or any part thereof).
  2. If for any reason you initiate a credit-card charge-back, ZenContract may terminate the your account without notice.
  3. If payment of any invoice from ZenContract is not made in full by the relevant due date, ZenContract may suspend or terminate your use of the Service.
  4. You will be required to give minimum 30 days’ notice for cancellation of Service via either email to our support email at support@zencontract.com

10.    Payment

  1. Every 30 days an invoice for the Service will be emailed to you. ZenContract will continue invoicing every 30 days until this Agreement is terminated in accordance with clause 9.


  1. You must not withhold payment or make any deductions of any nature whether by way of set off, counterclaim or otherwise from any amount you owe us. We can alter the terms of payment with effect from the date that we notify you of such change.



11.    Use of Information


  1. You agree that we may obtain information about you from you or any other person (including any credit or debt collection agencies) in the course of our business, and you consent to any person providing us with such information.
  2. You agree that we may give any information we have about you relating to your credit worthiness to any other person, including any credit or debt collection agency, for credit assessment and debt collection purposes.
  3. If you are an individual, i.e. a natural person, you have rights under the Privacy Act 1993 to access and request the correction of any personal information that we hold about you.


12.    General

  1. These terms apply to all transactions where we supply Goods or Services to you.  If there is any inconsistency between these terms and any order submitted by you or any other arrangement with us, these terms prevail unless otherwise agreed by us in writing.
  2. You may not transfer or assign all or any of your rights or obligations under this contract without our prior written consent.
  3. In the event that any part or parts of these Terms shall be held illegal or null and void by any court or administrative body of competent jurisdiction, such determination shall not affect the remaining terms which shall remain in full force and effect as if such part or parts held to be illegal or void had not been included in these Terms.
  4. Our contract with you and its terms are governed by, and shall be construed in accordance with, the laws of New Zealand.  You agree to submit to the exclusive jurisdiction of the New Zealand Courts.