Terms of Use – System Service Agreement

By using the Abode system and making payment for the system the Customer signifies that its authorized representative has irrevocably and unconditionally accepted and agreed to be bound by this Service Agreement and the Terms and Conditions contained therein.

1. The System

1. Abode shall provide the Customer with a Customer ID and Password to access the system.
2. The Customer shall be solely responsible for maintaining the confidentiality of its Customer ID and Password and for all activities that occur under the Customer ID and Password. The Customer agrees to notify Abode immediately of any unauthorized use of its Customer ID and Password or any other breach of security.
3. Abode reserves the right to change the System and/or all of its related functionalities and/or applications and/or to upgrade, modify, alter, limit or terminate the System at any time.
4. Abode reserves the right to introduce new features, functionalities and/or applications to the System or to future versions
   of the System.
5. Abode regularly backs up all data and information found on the System and stores the same for a limited time. However, the Company shall not be liable for any failure to back up or restore any information or for interruptions, delay or suspension of access to or unavailability of the System, or any loss of such information, data or transmissions.

2. Initial Set Up

1. In consideration of the Set Up fee Abode shall provide training and set-up assistance.
2. The training and set up assistance shall be provided by telephone, email and/or screen sharing during normal office hours Monday-Friday 9-5:30 pm (local time) excluding public or bankholidays. Unless otherwise agreed visits to customer premises are not included.
3. Abode will provide access to electronic user guides appropriate to the services to which the customer has subscribed and will provide access to the Abodesupport portal.
4. Abode will ensure that basic configuration data is loaded as provided by the customer in accordance with the Property Information Form documentation issued by Abode.
5. Unless otherwise agreed Abode shall not be responsible for the preparation, manual input or electronic import of any data other than that detailed within the Property Information Form.
6. Abode shall provide the customer with training over a maximum of two training sessions not exceeding two hours in aggregate for a maximum of 3 people at any session. Such training will be delivered remotely by means of screen sharing software and must be completed within four weeks of the account being opened.
7. If the customer cancels or postpones a scheduled training session with less than 24 hours notice Abode reserves the right to levy a charge in accordance with current rates published by the Company.
8. Further training sessions can be provided in accordance with current rates published by the Company.

3. Ongoing Support

1. One of Abode’s fundamental business objectives is to provide efficient and effective support and service to our customers.
2. Abodewill provide on-going support as part of the monthly subscriptionfee.On-going support is defined as:
   1. Explanation on the use of the system in accordance with the configuration provided to the customer. However this is not a substitute for training.
   2. Fault finding and resolution unless such faults have resulted from any act or omission on behalf of the customer or a third party.
3. While support will be provided by Abode in the following circumstances these are outside the scope of the ongoing support service and Abodereserves the right to charge the customer in accordance with current rates published by Abode:
   1. Further explanation in respect of issues that have previously been provided to the customer
   2. Changes to the configuration originally provided to the customer
   3. Support for web applications scripts or components provided by third parties
   4. Requests for support which require development or programming changes to the service.
   5. Requests for support arising from any act or omission on behalf of the customer.
4. Ongoing support shall be provided via the Abodesupport portal and subject to internet service availability the support portal shall be available at all times for the customer to log support requests. Support requests must be logged through the Abodesupport portal or chat.
5. Support requests shall be responded to by email or telephone at the Company’s discretion during normal office hours Monday-Friday 9-5:30 pm (local time) excluding public and bank holidays.
6. In the case of genuine emergencies support requests will be dealt with by logging a support request in the Abodesupport portal with the word EMERGENCY in the subject line. Telephone requests will only be accepted in situations where the customer has no access to the internet.
7. Genuine emergencies are defined as circumstances preventing the customer from being able to operate the service. For the avoidance of doubt circumstances outside the control of Abode and routine questions of an operational nature or training related issues are not classified as emergencies.
8. In the event of the customer requesting out-of-hours support under circumstances other than those classified as emergencies or in cases where the emergency is created by the actions of the customerAbode reserves the right to charge the customer in accordance with current rates as published by Abode.
9. Abode’s current non-contract charge is NZ$ 100 per hour with a minimum charge of 30minutes. All charges are subject to GST or VAT which is charged at the standard rate.

4. Payment Terms

1. All payments shall be made in advance and payable in New Zealand dollars, Australian dollars, Great British pounds or its equivalent in any other currency acceptable to Abode or to such other account as Abode may direct.
2. Abode reserves the right to impose reasonable late interest charges on the amounts remaining unpaid in the event that the Customer fails to make timely and prompt payment within the stipulated times.
3. Abode reserves the right to recover costs associated with the collection of unpaid fees, including any legal fees and charges relating to debt collection services.
4. The Charges are exclusive of any taxes, duties or other governmental levies or charges that the Customer shall continue to be liable for as and when the same is imposed.
5. Abode reserves the right to modify its pricing structure and payment conditions from time to time at its sole discretion, provided that not less than thirty (30) days notice shall be given to the Customer regarding any changes or modifications.

5. Termination

1. The Customer may terminate the agreement hereunder by giving the other party thirty (30) days notice in writing.
2. If Abode shall pass a resolution or the courts shall make an order that the Company be wound up otherwise than for the purpose of reconstruction or amalgamation or if a receiver or manager on behalf of a creditor shall be appointed, the other party shall be entitled to terminate the arrangement with immediate effect.
3. Abode reserves the right to terminate the agreement by giving the other party thirty (30) days notice in writing.

6. Limitation of Liability

1. Under no circumstances shall Abode nor its vendors and service providers be held liable for any delay or failure or disruption of the System resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without imitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties. If any such event shall continue for a period of ninety (90) days, either party may terminate the arrangements hereunder without liability to the other party, upon written notice to the other party. In such event, the Customer shall pay Abode a reasonable sum in relation to the System provided to the Customer prior to termination.
2. Both parties shall not be liable for any indirect, punitive, exemplary, consequential, special and incidental damages including lost profits, suffered by the other party for any reason (including tort, negligence, or breach of contract) whatsoever.
3. Except to the extent that such liability cannot be excluded or limited by law, or to the extent that these terms provide otherwise, the Company’s liability for any loss or damages, costs or expenses shall not exceed in aggregate New Zealand dollars one hundred dollars.
4. The Customer hereby agrees to indemnify and hols Abode harmless against all losses, damages, expenses, liabilities, claims, and costs (including reasonable legal costs) arising out of or referable to any claims, actions or proceedings brought by any third parties arising out of the Customer’s use of the System.
5. Abode will not take responsibility if a 3rd party portal/website prohibits access to their systems and /or in the event the link does not connect through due to changes in the 3rd party systems. However, Abode will make every effort to reinstate the connection and will not be held liable for any damages what so ever. Abode shall not be responsible for overbookings and it is the Customers responsibility to carefully manage their Inventory.

7. General

1. If any term herein shall either in whole or in part be held to be illegal or unenforceable under any rule of law, these terms should be interpreted to affect the intentions of the parties and the remaining provisions will remain in effect.
2. The Customer agrees that Abode may identify the Customer as one of its Customers in its promotional media and literature and disclose to current and prospective Customers and investors that the Customer is a subscriber and user of Abode’s products and services.

8. Governing Law

The provision of the System and the Customer’s usage in relation thereto shall be governed in accordance with the laws in force in New Zealand and the parties irrevocably agree to be bound exclusively by the courts of New Zealand. By using the Abode system and making payment for the system the Customer signifies that its authorized representative has irrevocably and unconditionally accepted and agreed to be bound by this System Service Agreement and the Terms and Conditions contained therein.