Welcome to ConsultX Business Success Programme, an online business consulting programme and training service designed especially for business consultants working with Business Owners, Accountants and Accounting Firms.
The Service will evolve based on Partner feedback and these Terms are not intended to answer every question or address every issue raised by the use of the ConsultX Service.
ConsultX reserves the right to change the Terms at any time and amend or replace any Term and ConsultX will give You notice of any change or amendment by email or notification via the Website. 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 on 6th March 2017 and may change from time to time as noted above.
(b) "Associate" means any person or entity other than the Partner that uses the Service with the authorization of the Partner from time to time.
(c) "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 unauthorized disclosure by the other party.
(d) "Data" means any data inputted by You or with Your authority into the Website.
(e) "Intellectual Property Right" means any patent, trade mark, URL, 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.
(f) “Partner “means any person or entity who has signed up with ConsultX to become a Partner. Typically, this means the Partner may form a consulting firm and will contract with Associates who will work in his/her consulting/accounting firm. The Partner is responsible for setting up the Associate for use of the system.
(g) "Service" means the online business consulting system or services made available (as may be changed or updated from time to time by ConsultX) via the Website.
(h) "Subscription Fee" means the monthly fee (excluding any taxes and duties) payable by You in accordance with the fee schedule set out on the Website (which ConsultX may change from time to time on notice to You).
(i) "Website" means the Internet site at the domain consultx.comor any other site operated by ConsultX. ConsultX means ConsultX New Zealand Limited.
(j) "You" means the Partner.
2. Use of Software
ConsultX grants You the right to access and use the ConsultX Service via the Website with the particular Partner roles available to You according to Your subscription type. 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 Partner and the Associates, or any other applicable laws.
(a) The Partner determines who is an Associate.
(b) The Partner is responsible for all their Associates use of the Service.
(c) The Partner controls each Associates access to the Service at all times and can revoke or change an Associates access, at any time and for any reason, in which case that person or entity will cease to be an Associate.
(d) The Partner shall decide what access to the Service the Associate shall have if there is any dispute between a Partner and an Associate regarding access to the Service.
(e) ConsultX is not to be involved in any dispute with an Associate.
3. Payment Obligations
(a) An invoice for the Subscription Fee will be issued monthly starting on the day you signed up for the service - all invoices will include the Subscription Fee for the upcoming one-month period of use. ConsultX will continue invoicing You monthly in advance until this Agreement is terminated in accordance with clause 13 (Termination). All ConsultX invoices will be sent to You by email. All payments are to be made by credit card in advance and You are responsible for payment of all taxes and duties in addition to the Subscription Fee - payments are to be made in $US (US dollars).
(b) You must only use the Service and Website for Your own lawful internal business purposes in accordance with these Terms and any notice sent by ConsultX or condition posted on the Website. You may use the Service and Website on behalf of others or to provide consulting 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.
4. Access Conditions
(i) You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify ConsultX of any unauthorized use of Your passwords or any other breach of security and ConsultX will reset Your password and You must take all other actions that ConsultX reasonably deems necessary to maintain or enhance the security of ConsultX computing systems and networks and Your access to the Service.
(ii) You must as a condition of these Terms, when accessing and using the Services:
(i) Not attempt to undermine the security or integrity of ConsultX’s computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;
(ii) Not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
(iii) Not attempt to gain unauthorised 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;
(iv) Not transmit, or input into the Website, any: files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law including Data or other material protected by copyright or trade secrets which You do not have the right to use;
(v) Not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.
Use of the Service may be subject to limitations, including but not limited to monthly volumes.
6. Communication Conditions
(a) As a condition of these Terms, if You use any communication tools available through the Website such as any forum, chat room, Facebook group or message centre, You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including but not limited to offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person's computing devices or software, content that may be offensive to any other users of the Services or the Website, 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.
(b) When You make any communication on the Website, You represent that You are permitted to make such communication. ConsultX is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Service provided that as with any other web-based forum, You must exercise caution when using the communication tools available on the Website and ConsultX reserves the right to remove any communication at any time in its sole discretion.
You indemnify ConsultX against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to ConsultX, including (but not limited to) any costs relating to the recovery of any Subscription Fees that are due but have not been paid by You.
8. Confidentiality and Privacy
(i) Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms and 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.
(ii) Each party's obligations under this clause will survive termination of these Terms.
(iii) The provisions of clauses 8(i) and (ii) shall not apply to any information which:
(i) Is or becomes public knowledge other than by a breach of this clause;
(ii) Is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
(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
(iv) Is independently developed without access to the Confidential Information.
10. Intellectual Property
(a) Title to, and all Intellectual Property Rights in the ConsultX Services, the Website and any documentation relating to the Services remain the property of ConsultX.
(b) 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 ConsultX Subscription Fee when due. You grant ConsultX a license to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You.
(c) You must maintain copies of all Data inputted into the Service. ConsultX 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. ConsultX expressly excludes liability for any loss of Data no matter how caused.
11. Warranties and Acknowledgements
(a) You warrant that where You have registered to use the Service on behalf of another person (Associate), 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.
(b) You acknowledge that You are authorized to use the Services 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 (Associate) you have authorized to use the Service and You are also authorized 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).
(c) ConsultX 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 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:
(i) You are responsible for ensuring that You have the right to do so;
(ii) You are responsible for authorizing any person who is given access to information or Data, and you agree that ConsultX 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
(iii) You will indemnify ConsultX against any claims or loss relating to ConsultX's refusal to provide any person access to Your information or Data in accordance with these Terms or ConsultX’s making available information or Data to any person with Your authorization.
(iv) The provision of, access to, and use of, the Services is on an "as is " basis and at Your own risk.
(d) ConsultX does not warrant that the use of the Service will be interruption or error free as 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. ConsultX is not in any way responsible for any such interference or prevention of Your access or use of the Services.
(e) ConsultX is not Your accountant and use of the Services does not constitute the receipt of accounting advice and You should contact accountant if necessary.
(f) 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.
(g) 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).
(h) ConsultX gives no warranty about the Services and without limiting the foregoing, ConsultX does not warrant that the Services will meet Your requirements or that it will be suitable for any particular purpose and all implied conditions or warranties are excluded insofar as is permitted by law, including without limitation warranties of merchantability, fitness for purpose, title and non-infringement.
(i) 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.
12. Limitation of Liability
(a) To the maximum extent permitted by law, ConsultX 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 the Service or Website.
(b) If You suffer loss or damage as a result of ConsultX's negligence or failure to comply with these Terms, any claim by You against ConsultX arising from ConsultX's negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Subscription Fees paid by You in the previous 12 months.
(c) If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 13.
(a) ConsultX will not provide any refund for any remaining prepaid period for a prepaid Fee subscription.
(b) These Terms will continue for the period covered by the Subscription Fee paid or payable under clause 3. 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 Subscription Fee when due, unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period. If You terminate these Terms You shall be liable to pay all relevant Subscription Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of these Term
(c) If You:
(i) Breach any of these Terms including, without limitation, by non-payment of any Subscription Fees and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied; or
(ii) Breach any of these Terms and the breach is not capable of being remedied which includes without limitation any breach of clause 3 or any payment of Subscription Fees that are more than 14 days overdue; or
(iii) 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,
(d) ConsultX may - in any of the circumstances in Clause 13(c ) take any or all of the following actions, at its sole discretion:
(i) Terminate this Agreement and Your use of the Services and the Website;
(ii) Suspend for any definite or indefinite period of time, Your use of the ConsultX Services and the Website;
(iii) Suspend or terminate access to all or any Data.
(e) If payment of any invoice for Subscription Fees due in relation to You or your Associates is not made in full by the relevant due date, ConsultX may: suspend or terminate Your use of the Service, the authority for all or any of Your Associates to use the Service, or Your rights of access to all or any Data.
(f) Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination and on termination of this Agreement You will:
(i) Remain liable for any accrued charges and amounts which become due for payment before or after termination; and
(ii) Immediately cease to use the Services and the Website.
14. Help Desk
(a) In the case of technical problems, You must make all reasonable efforts to investigate and diagnose problems before contacting ConsultX. If You still need technical help, please check the support provided online by ConsultX on the Website by clicking the (?) button on the top menu bar. You can also email to email@example.com.
(b) Whilst ConsultX intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place. If for any reason ConsultX has to interrupt the Services for longer periods than ConsultX would normally expect, ConsultX will use reasonable endeavors to publish in advance details of such activity on the Website.
(b) 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.
(c) 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.
(d) You may not assign or transfer any rights to any other person without ConsultX's prior written consent.
(e) If the information or Data You are accessing using the Services and the Website is solely that of a person:
(i) Is a tax resident in the United States of America at the time that You accept these terms then the State of California law govern this Agreement and You submit to the exclusive jurisdiction of the state courts of San Francisco County, California or federal court for the Northern District of California for all disputes arising out of or in connection with this Agreement.
(ii) Is a tax resident in New Zealand at the time that You accept these terms then New Zealand law governs this Agreement and You submit to the exclusive jurisdiction of the courts of New Zealand for all disputes arising out of or in connection with this Agreement.
(iii) Is a tax resident in Australia at the time that You accept these terms then Australian law governs this Agreement and You submit to the exclusive jurisdiction of the courts of Australia for all disputes arising out of or in connection with this Agreement.
(iv) In all other situations - not being 15(e)(i) to (iii) above this Agreement is governed by the laws of England and Wales and You hereby submit to the exclusive jurisdiction of the courts of England and Wales for all disputes arising out of or in connection with this Agreement.
(f) 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.
(g) 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 ConsultX must be sent to firstname.lastname@example.org or to any other email address notified by email to You by ConsultX. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.
(h) You agree to these terms by signing up for the service and entering your credit card.