These Terms are binding on any use of the Service and apply to the Account Holder from the time that Maxiplan provides the Account Holder with access to the Service.
By registering to use the Rapidstart Service you acknowledge that the Account Holder has read and understood these Terms and has the authority to act on behalf of any person for whom the Account Holder is using the Service. The Account Holder is deemed to have agreed to these Terms on behalf of any entity for whom the Account Holder uses the Service. These Terms were last updated on 1st June, 2021.
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.
means any data input by the Account Holder or with the Account Holder's authority into the Website.
"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.
means the online planning and forecasting management service made available (as may be changed or updated from time to time by Maxiplan) via the Website.
means the Internet site at the domain rsforecast.com or any other site operated by Maxiplan.
means Maxiplan Technology Pty Ltd a privately owned company registered in Australia with an Australian Company Number and includes any of its subsidiaries or affiliates without limitation including Maxiplan Technology (S) Pte Ltd (Singapore).
means any person or entity, other than the Subscriber, that uses the Service with the authorisation of the Subscriber from time to time.
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.
means the Subscriber, and where the context permits, an Invited User.
means any entity for which the Subscriber has registered the use of the Service.
means the yearly payment plan selected at the time of registration as set out on the Rapidstart website.
means the annual fee (excluding any taxes and duties) payable by the Account Holder for each Registered Entity in accordance with the fee schedule and relevant Payment Plan set out on the Rapidstart Forecast Website
at the time of registration (which Maxiplan may change from time to time on notice to the Account Holder).
2. USE OF THE SERVICE
Maxiplan grants the Account Holder the right to access and use the Service via the Website with the particular user roles available to the Account Holder according to the Account Holder's subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. The Account Holder acknowledge and agrees, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws:
the Subscriber determines who is an Invited User and what level of user role access to the relevant organisation and Service that Invited User has;
the Subscriber is responsible for all Invited User's use of the Service;
the Subscriber controls each Invited User's level of access to the relevant organisation 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;
if there is any dispute between a Subscriber and an Invited User regarding access to any organisation 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
Registration and Payment obligations. The Access Fee for each Registered Entity is billed yearly in advance. The invoice will include the relevant Access Fee for the Registered Entity for the period covered under the Payment Plan provided at the time the Registered Entity is added and is payable prior to the commencement of the period covered under the selected Payment Plan. Maxiplan will continue billing the Account Holder on a yearly interval until this Agreement is terminated in accordance with clause 8. The Account Holder must effect payment of the Access Fee via bank transfer or credit card (or other agreed method) prior to the commencement of the service each year. Failure to authorise payment prior to the commencement may result in a suspension of the service until payment has been made. All Maxiplan invoices will be sent to the Account Holder, or to a Billing Contact whose details are provided by the Account Holder, by email. The Account Holder is responsible for payment of all taxes and duties in addition to the Access Fee.
Preferential pricing or discounts. The Account Holder may from time to time be offered preferential pricing or discounts for the Access Fees as a result of the number of Registered Entities that the Account Holder has added to the Service or that have been added with the Account Holder's authority or as a result of the Account Holder's use of the Service. Eligibility for such preferential pricing or discounts is conditional upon the Account Holder's acceptance of responsibility for payment of any Access Fees in relation to all of the Account Holder's Registered Entities. Without prejudice to any other rights that Maxiplan may have under these Terms or at law, Maxiplan reserves the right to render invoices for the full (non-discounted) Access Fees due or suspend or terminate the Account Holder's use of the Service in respect of any or all of the Account Holder's Organisations in the event that any invoices for those Access Fees are not paid in full by the due date for payment.
General obligations. The Account Holder must only use the Service and Website for the Account Holder's own lawful internal business purposes, in accordance with these Terms and any notice sent by Maxiplan or condition posted on the Website. The Account Holder may use the Service and Website on behalf of others or in order to provide services to others but if the Account Holder does so, the Account Holder must ensure that they are authorised 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 the Account Holder.
The Account Holder must ensure that all usernames and passwords required to access the Service are kept secure and confidential. The Account Holder must immediately notify Maxiplan of any unauthorised use of the Account Holder's passwords or any other breach of security and Maxiplan will reset the Account Holder's password and the Account Holder must take all other actions that Maxiplan reasonably deems necessary to maintain or enhance the security of Maxiplan's computing systems and networks and the Account Holder's access to the Services.
As a condition of these Terms, when accessing and using the Services, the Account Holder must:
not attempt to undermine the security or integrity of Maxiplan's computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;
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;
not attempt to gain unauthorised access to any materials other than those to which the Account Holder has been given express permission to access or to the computer system on which the Services are hosted;
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 the Account Holder do not have the right to use);
- and 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.
Usage Limitations. Use of the Service may be subject to limitations, including but not limited to the number of forecasts you can create or the number of records you may enter. Any such limitations will be advised.
Communication Conditions. As a condition of these Terms, if the Account Holder uses any communication tools available through the Website (such as any forum, chat room or message centre), the Account Holder agrees only to use such communication tools for lawful and legitimate purposes. the Account Holder 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 the Account Holder do not have the right to use). When the Account Holder makes any communication on the Website, the Account Holder represents that the Account Holder is permitted to make such communication. Maxiplan 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 Services. As with any other web-based forum, the Account Holder must exercise caution when using the communication tools available on the Website. However, Maxiplan does reserve the right to remove any communication at any time at its sole discretion.
Indemnity. The Account Holder indemnifies Maxiplan against: all claims, costs, damage and loss arising from the Account Holder's breach of any of these Terms or any obligation the Account Holder may have to Maxiplan, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by the Account Holder.
4. CONFIDENTIALITY AND PRIVACY
Confidentiality. Unless the relevant party has the prior written consent of the other or unless required to do so by law:
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.
Each party's obligations under this clause will survive termination of these Terms.
The provisions of clauses 4.1(a) and 4.1(b) shall not apply to any information which:
is or becomes public knowledge other than by a breach of this clause;
is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
is independently developed without access to the Confidential Information.
5. INTELLECTUAL PROPERTY
General. Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of Maxiplan (or its licensors).
Ownership of Data. Title to, and all Intellectual Property Rights in, the Data remain the Account Holder's property. However, the Account Holder's access to the Data is contingent on full payment of the Maxiplan Access Fee when due. The Account Holder grants Maxiplan a licence to use, copy, transmit, store, and back-up the Account Holder's information and Data for the purposes of enabling the Account Holder to access and use the Services and for any other purpose related to provision of services to the Account Holder.
Backup of Data. The Account Holder must maintain copies of all Data inputted into the Service. Maxiplan 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. Maxiplan expressly excludes liability for any loss of Data no matter how caused.
Third-party applications and your Data. If the Account Holder enables third-party applications for use in conjunction with the Services, the Account Holder acknowledges that Maxiplan may allow the providers of those third-party applications to access the Account Holder's Data as required for the interoperation of such third-party applications with the Services. Maxiplan shall not be responsible for any disclosure, modification or deletion of the Account Holder's Data resulting from any such access by third-party application providers.
6. WARRANTIES AND ACKNOWLEDGEMENTS
Authority. The Account Holder warrants that where the Account Holder has registered to use the Service on behalf of another person, the Account Holder has the authority to agree to these Terms on behalf of that person and agrees that by registering to use the Service the Account Holder binds the person on whose behalf the Account Holder acts to the performance of any and all obligations that the Account Holder becomes subject to by virtue of these Terms, without limiting the Account Holder's own personal obligations under these Terms.
Acknowledgement.The Account Holder acknowledges that:
the Account Holder is authorised to use the Services and the Website and to access the information and Data that the Account Holder inputs into the Website, including any information or Data input into the Website by any person the Account Holder has authorised to use the Service. The Account Holder is also authorised to access the processed information and Data that is made available to the Account Holder through the Account Holder's use of the Website and the Services (whether that information and Data is the Account Holder's own or that of anyone else).
Maxiplan has no responsibility to any person other than the Account Holder and nothing in this Agreement confers, or purports to confer, a benefit on any person other than the Account Holder. If the Account Holder use the Services or accesses the Website on behalf of or for the benefit of anyone other than themself (whether a body corporate or otherwise) the Account Holder agrees that:
the Account Holder is responsible for ensuring that the Account Holder has the right to do so;
the Account Holder is responsible for authorising any person who is given access to information or Data, and the Account Holder agrees that Maxiplan has no obligation to provide any person access to such information or Data without the Account Holder's authorisation and may refer any requests for information to the Account Holder to address; and
the Account Holder will indemnify Maxiplan against any claims or loss relating to:
Maxiplan's refusal to provide any person access to the Account Holder's information or Data in accordance with these Terms,
Maxiplan's making available information or Data to any person with the Account Holder's authorisation.
The provision of, access to, and use of, the Services is on an "as is" basis and at the Account Holder's own risk.
Maxiplan 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. Maxiplan is not in any way responsible for any such interference or prevention of the Account Holder's access or use of the Services.
Maxiplan is not the Account Holder's accountant and use of the Services does not constitute the receipt of accounting advice. If the Account Holder has any accounting questions, please contact an accountant.
It is the Account Holder's sole responsibility to determine that the Service meets the needs of the Account Holder's business and is suitable for the purposes for which they are used.
The Account Holder remains solely responsible for complying with all applicable accounting, tax and other laws. It is the Account Holder's responsibility to check that storage of and access to Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).
No warranties. Maxiplan gives no warranty about the Services. Without limiting the foregoing, Maxiplan does not warrant that the Services will meet the Account Holder's 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.
Consumer guarantees. The Account Holder warrants and represents that the Account Holder is 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.
7. LIMITATION OF LIABILITY
To the maximum extent permitted by law, Maxiplan excludes all liability and responsibility to the Account Holder (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.
If the Account Holder suffers loss or damage as a result of Maxiplan's negligence or failure to comply with these Terms, any claim by the Account Holder against Maxiplan arising from Maxiplan's negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by the Account Holder in the previous 12 months.
If the Account Holder is not satisfied with the Service, the Account Holder's sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.
Trial policy. When the Account Holder first signs up for access to the Service the Account Holder can evaluate the Service under the defined trial usage conditions, with no obligation to continue to use the Service. If the Account Holder chooses to continue using the Service thereafter, the Account Holder will be billed from the day the Account Holder first added the Account Holder's billing details into the Service. If the Account Holder chooses not to continue using the Services, the Account Holder may delete the Account Holder's organisation in the 'Rapidstart Subscription' section of the Service.
Prepaid Subscriptions. Maxiplan will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.
No-fault termination. These Terms will continue for the period covered by the Access 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 the Account Holder continues to pay the prescribed Access 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 the Account Holder terminates these Terms the Account Holder shall be liable to pay all relevant Access Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of these Terms.
Breach. If the Account Holder:
breaches any of these Terms (including, without limitation, by non-payment of any Access Fees) and does not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
breaches 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 Access Fees that are more than 30 days overdue); or
the Account Holder or the Account Holder's business become insolvent or the Account Holder's business goes into liquidation or has a receiver or manager appointed of any of its assets or if the Account Holder become insolvent, or make any arrangement with the Account Holder's creditors, or become subject to any similar insolvency event in any jurisdiction,
Maxiplan may take any or all of the following actions, at its sole discretion:
Terminate this Agreement and the Account Holder's use of the Services and the Website;
Suspend for any definite or indefinite period of time, the Account Holder's use of the Services and the Website;
Suspend or terminate access to all or any Data.
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 the Account Holder has authorised to have access to the Account Holder's information or Data.
For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any of the Account Holder's Billing Contacts, Payment Plans or any of the Account Holder's Registered Entities (as defined at clause 3) is not made in full by the relevant due date, Maxiplan may: suspend or terminate the Account Holder's use of the Service, the authority for all or any of the Account Holder's Registered Entities to use the Service, or the Account Holder's rights of access to all or any Data.
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 the Account Holder will:
remain liable for any accrued charges and amounts which become due for payment before or after termination; and
immediately cease to use the Services and the Website.
Expiry or termination. Clauses 3.1, 3.7, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.
9. HELP DESK
Technical Problems. In the case of technical problems the Account Holder must make all reasonable efforts to investigate and diagnose problems before contacting Maxiplan. If the Account Holder still need technical help, please check the support provided online by Maxiplan on the Website or failing that email us at firstname.lastname@example.org
Service availability. Whilst Maxiplan 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 Maxiplan has to interrupt the Services for longer periods than Maxiplan would normally expect, Maxiplan will use reasonable endeavours to publish in advance details of such activity on the Website.
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.
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.
No Assignment. The Account Holder may not assign or transfer any rights to any other person without Maxiplan's prior written consent.
Governing law and jurisdiction. If the information or Data the Account Holder are accessing using the Services and the Website is solely that of a person who is a tax resident in New Zealand at the time that the Account Holder accept these terms then New Zealand law governs this Agreement and the Account Holder submits to the exclusive jurisdiction of the courts of New Zealand for all disputes arising out of or in connection with this Agreement. If the information or Data the Account Holder are accessing using the Services and the Website is solely that of a person who is a tax resident in Australia at the time that the Account Holder accept these terms then Australian law governs this Agreement and the Account Holder submits to the exclusive jurisdiction of the courts of Australia for all disputes arising out of or in connection with this Agreement. In all other situations this Agreement is governed by the laws of Singapore and the Account Holder hereby submits to the exclusive jurisdiction of the courts of Singapore for all disputes arising out of or in connection with this Agreement.
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.
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 Maxiplan must be sent to email@example.com or to any other email address notified by email to the Account Holder by Maxiplan. Notices to the Account Holder will be sent to the email address which the Account Holder provided when setting up the Account Holder's access to the Service.
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.