Terms & Conditions

Welcome to 7NOX, a web-based interface that is designed to allow authorised users to book after hours air conditioning in commercial buildings. These Terms of Use are intended to explain our obligations as a service provider and Your obligations as a customer. Please read them carefully.

These Terms are binding on any use of the Service and apply to You from the time that 7NOX provides You with access to the Service.

The 7NOX Service evolves over time based on user feedback. These Terms are not intended to answer every question or address every issue raised by the use of the 7NOX Service. 7NOX reserves the right to change these terms at any time, effective upon the posting of modified terms and 7NOX will make every effort to communicate these changes to You via email or notification via the Website. It is likely the terms of use will change over time. It is Your obligation to ensure that You have read, understood and agree to the most recent terms available on the Website.

By registering to use the Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.

These Terms were last updated at the close of business on 14 September 2018.

1. Definitions

“Agreement”
means these Terms of Use.

“Fee”
means the monthly or yearly fee (excluding any taxes and duties) payable by You in accordance with the Fee Schedule.

“Confidential Information”
includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.

“Data”
means any data inputted by You or with Your authority into the Website.

“Fee Schedule”
means the information relating to subscriptions and billing set out on the 7NOX subscriptions and billing pages on the Website, or any other page(s) on the Website notified by 7NOX, which may be updated or amended by 7NOX from time to time.

“Intellectual Property Right”
means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

“Service”
means the web-based afterhours air conditioning booking system/licence made available (as may be changed or updated from time to time by 7NOX) via the Website.

“Website”
means the Internet site at the domain www.7NOX.com or any other site operated by 7NOX.

“7NOX”
means 7NOX which is a product of OpSys Solutions Limited.

“Invited User”
means any person or entity, other than the Subscriber, that uses the Service with the authorisation of the Subscriber from time to time.

“Subscriber”
means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.

“You”
means the Subscriber, and where the context permits, an Invited User. “Your” has a corresponding meaning.

2. Use of Software

7NOX grants You the right, after payment of licence fee, to download a licence to use the Service. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws:

2.1. the Subscriber determines who is an Invited User and what level of user role access to the relevant organization and Service that Invited User has;

2.2. the Subscriber is responsible for all Invited Users’ use of the Service;

2.3. the Subscriber controls each Invited User’s level of access to the relevant organization and Service at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be;

2.4. if there is any dispute between a Subscriber and an Invited User regarding access to any organization or Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that Invited User shall have, if any.

3. Your Obligations

3.1. Payment obligations:

An invoice for the Fee will be issued in accordance with the details set out in the Fee Schedule and has to be paid by direct debit. 7NOX will continue invoicing You in accordance with the Fee Schedule until this Agreement is terminated in accordance with clause 7.

All 7NOX invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email. Payment of all amounts specified in an invoice must be paid in accordance with the Fee Schedule. You are responsible for payment of all taxes and duties in addition to the Fee.

3.2. General obligations:

You must only use the Service for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by 7NOX or condition posted on the Website. You may use the Service on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorized to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.

3.3. Access conditions:

3.3.1. You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify 7NOX of any unauthorized use of Your passwords or any other breach of security and 7NOX will reset Your password and You must take all other actions that 7NOX reasonably deems necessary to maintain or enhance the security of 7NOX’s computing systems and networks and Your access to the Services.

3.3.2. As a condition of these Terms, when accessing and using the Services, You must:

3.3.2) i. not attempt to undermine the security or integrity of 7NOX’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;

3.3.2) ii. not use, or misuse, the Services in any way which may impair the functionality of the Services, or other systems used to deliver the Services or impair the ability of any other user to use the Services;

3.3.2) iii. not attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;

3.3.2) iv. not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services.

3.4. Indemnity:

You indemnify 7NOX against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to 7NOX, including (but not limited to) any costs relating to the recovery of any Fees that are due but have not been paid by You.

4. Confidentiality and Privacy

4.1. Confidentiality:

Unless the relevant party has the prior written consent of the other or unless required to do so by law:

4.1.1. Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.

4.1.2. Each party’s obligations under this clause will survive termination of these Terms.

4.1.3. The provisions of clauses 4.1.1 and 4.1.2 shall not apply to any information which:

4.1.3.) i. is or becomes public knowledge other than by a breach of this clause;

4.1.3.) ii. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;

4.1.3.) iii. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or

4.1.3.) iv. is independently developed without access to the Confidential Information.

4.2. Privacy:

7NOX maintains a privacy policy that sets out the parties’ obligations in respect of personal information and You will be taken to have accepted that policy when You accept these Terms.

5. Intellectual Property

5.1. General:

Title to, and all Intellectual Property Rights in the Services and any documentation relating to the Services remain the property of 7NOX (or its licensors).

5.2. Ownership of Data:

Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the 7NOX Fee when due.

5.3. Backup of Data:

You must maintain copies of all Data inputted into the Service. 7NOX adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. 7NOX expressly excludes liability for any loss of Data no matter how it is caused.

5.4. Third-party applications and your Data.

If You enable third-party applications for use in conjunction with the Services, You acknowledge that 7NOX may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Services. 7NOX shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.

6. Warranties and Acknowledgements

6.1. 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.

6.2. Acknowledgement:

You acknowledge that:

6.2.1. You are authorized to use the Services.

6.2.2. 7NOX has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:

6.2.2) i. You are responsible for ensuring that You have the right to do so;

6.2.2) ii. You are responsible for authorizing any person who is given access to information or Data, and you agree that 7NOX has no obligation to provide any person access to such information or Data without Your authorization and may refer any requests for information to You to address; and

6.2.2) iii. You will indemnify 7NOX against any claims or loss relating to:

6.2.2) iv. 7NOX’s refusal to provide any person access to Your information or Data in accordance with these Terms,

6.2.2) v. 7NOX’s making available information or Data to any person with Your authorization.

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

6.2.4. 7NOX does not warrant that the use of the Service will be uninterrupted or error free. 7NOX is not in any way responsible for any such interference or prevention of Your access or use of the Services.

6.2.5. 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.

6.2.6. You remain solely responsible to check that storage of and access to your Data via the licence will comply with laws applicable to you.

6.3. No warranties:

7NOX gives no warranty about the Services. Without limiting the foregoing, 7NOX 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.

6.4. 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.

6.5. Limitation of Liability

6.5.1. To the maximum extent permitted by law, 7NOX excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, or the Service.

6.5.2. If You suffer loss or damage as a result of 7NOX’s negligence or failure to comply with these Terms, any claim by You against 7NOX arising from 7NOX’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Fees paid by You in the previous 12 months.

6.5.3. If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.

7. Termination

7.1. Trial policy

When You first sign up for one of the DEMO options You can evaluate the Services under the defined trial usage conditions, with no obligation to continue to use the Services. After 90 days the trial will end and automatically switch off. If You choose to continue using the Services thereafter, You will have to choose the licence option that applies to You and You will be billed when You first add Your billing details into the Services, as set out in more detail in the Fee Schedule.

7.2. Prepaid Subscriptions

7NOX will not provide any refund for any remaining prepaid period for a prepaid Fee subscription.

7.3. No-fault termination:

These Terms will continue for the period covered by the Fee paid or payable under clause 3.1. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Fee in accordance with the Fee Schedule, unless either party terminates these Terms by giving at least one month’s advance written notice. If You elect to terminate these Terms by providing one month’s’ advance written notice, You shall be liable to pay all relevant Fees up to and including the day of termination of these Terms.

7.4. Breach:

If You:

7.4.1. breach any of these Terms and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;

7.4.2. breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3.4 or any payment of Fees that are not paid in full in accordance with the requirements set out in the Fee Schedule); or

7.4.3. You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,

7NOX may take any or all of the following actions, at its sole discretion:

7.4.4. Terminate this Agreement and Your use of the Services;

7.4.5. Suspend for any definite or indefinite period of time, Your use of the Services and the Website;

7.4.6. Take either of the actions in sub-clauses (d), (e) and (f) of this clause 8(4) in respect of any or all other persons whom You have authorized to have access to Your information or Data.
For the avoidance of doubt, if payment of any invoice for Fees due in relation to any of Your Billing Contacts, Billing Plans or of Your Organization is not made in accordance with the requirements set out in the Fee Schedule, 7NOX may: suspend or terminate Your use of the Service, the authority for all or any of Your Organizations to use the Service, or Your rights of access to all or any Data.

7.5. Accrued Rights: 

Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:

7.5.1. remain liable for any accrued charges and amounts which become due for payment before or after termination; and

7.5.2. immediately cease to use the Services.

7.6. Expiry or termination:

Clauses 3.1, 3.7, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.

8. Help Desk

8.1. Technical Problems:

In the case of technical problems, You must make all reasonable efforts to investigate and diagnose problems before contacting 7NOX. If You still need technical help, please check the support provided online by 7NOX on the Website or failing that email us at info@opsyssolutions.com.

9. General

9.1. Entire agreement:

These Terms, together with the 7NOX Privacy Policy and the terms of any other notices or instructions given to You under these Terms of Use, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and 7NOX relating to the Services and the other matters dealt with in these Terms.

9.2. Waiver:

If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

9.3. Delays:

Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.

9.4. No Assignment:

You may not assign or transfer any rights to any other person without 7NOX’s prior written consent.

9.5. Governing law and jurisdiction:

This Agreement shall be governed by the Laws of New Zealand.

9.6. Severability:

If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.

9.7. Notices:

Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to 7NOX must be sent to info@opsyssolutions.com or to any other email address notified by email to You by 7NOX. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.

10. Rights of Third Parties:

A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.

10.1 Consumers:

7NOX is not intended for consumer use (i.e., use for personal, family or household purposes).