This Master Subscription Agreement (Agreement) governs the customer’s (Customer or you) use of VisaTrack’s Services.

By creating a Customer account or using the Services, the Customer agrees to the terms of this Agreement.

If you do not agree with the terms of this Agreement, you must cease using the Services immediately and not access the VisaTrack Platform. If you continue to access the VisaTrack Platform or use the Services, then you accept this Agreement.

VisaTrack may change the terms of this Agreement from time to time. VisaTrack will notify you at least 30 days before such change takes effect. You can terminate this Agreement at any time if you do not agree with the new terms.

1. Definitions

Additional Fee means any fee additional to the Subscription Fee relating to the provision of any Additional Services.

Additional Services means any Services provided outside of the usual scope of the Subscription Plan.

Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. Control, for the purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

Agreement means this Master Subscription Agreement and the Subscription Plan.

API means the software application interfaces and workflow methods made generally available by VisaTrack in the Services to enable integration, implementation, and interoperability with third party hardware and software.

Beta Services means VisaTrack services or functionality that may be made available to any Customer to try at its option which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.

Business Day means a day that is not a Saturday or Sunday or a public holiday in Auckland, New Zealand;

Content means information made available to the Customer through the VisaTrack Platform or otherwise in the course of providing the Services, as more fully described in the Subscription Plan.

Customer or you means in the case of an individual accepting this Agreement on his or her own behalf, that individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the legal entity for which such individual is accepting this Agreement.

Customer Data means any data and information, including Personal Information, belonging to or otherwise provided by the Customer that is submitted or inputted into the VisaTrack Platform by the Customer.

Fees means the Subscription Fee and any Additional Fee or charges payable under this Agreement or the Subscription Plan.

Intellectual Property Rights means all means all intellectual and industrial property rights, titles and interests (including common law rights and interests) in and to the following (without limitation): brand names, trade marks, service marks, trade names, logos, copyright, patents, licences, designs, know-how, trade secrets, inventions, research insights, research data and all other similar property rights.

Payment Method means any method of payment of the Fees nominated by VisaTrack from time to time and chosen by the Customer. Personal Information has the meaning given to that term in the Privacy Act 2020.

Privacy Policy means VisaTrack’s Privacy Policy as may be amended from time to time.

Services means the services provided by VisaTrack, including access to the VisaTrack Platform and any Content made available through the VisaTrack Platform, under the Subscription Plan, or any other services that VisaTrack may provide to the Customer from time to time.

Subscription Fee means the fee payable by the Customer for the Services.

Subscription Plan means the subscription plan comprising the particular services and the applicable Fees, usage guides and policies:

(a) selected by the Customer from the available subscription plans offered by VisaTrackfrom time to time; or
(b) agreed between the Customer and VisaTrack

Trial Subscription has the meaning given in clause 3.3.

Usage Data means any data collected about the Customer’s use of the Services.

VisaTrack means Working International Visas Limited, a New Zealand limited company registered under company number 6181170.

VisaTrack Platform means the technology that allows the Customer to access the Services.

2. Construction

Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

3. Subscription and customer accountant

Term: The Subscription Plan will continue until terminated under clause 13 .

3.2 Subscription Plans: VisaTrack may offer the Customer a number of different Subscription Plans from time to time. Each Subscription Plan offers access to different Services and may have different Subscription Fees and Additional Fees payable for the particular Services under the relevant Subscription Plan. The details of the Subscription Plan will be notified to the Customer at the time the Customer subscribes to the Subscription Plan.

3.3 Trial Subscription: VisaTrack may from time to time offer special trial subscriptions for a limited time (Trial Subscription). Eligibility to participate in the Trial Subscription and the terms of the Trial Subscription will be determined by VisaTrack at its sole discretion. The availability of a Trial Subscription is not guaranteed. The terms of any Trial Subscription will be disclosed at the time the Customer registers to participate in the Trial Subscription, or in other communications between VisaTrack and the Customer. VisaTrack has no obligation to give separate notice that the Trial Subscription is about to end or has ended.

3.4 Changes to Subscription Plan and Services: VisaTrack has the right to change or modify the Subscription Plan and the Services from time to time at VisaTrack sole discretion. Any changes to the Subscription Plan or the Services will apply no earlier than 30 days following VisaTrack’s notice to the Customer.

3.5 Customer Account: The Customer is solely responsible for maintaining the confidentiality and security of its username and password and for all activities that occur on or through the Customer’s account with VisaTrack. VisaTrack will not be responsible for any unauthorised use of any Customer account.

3.6 Custom Subscription: If VisaTrack and the Customer agree to the provision of Services outlined in a customised Subscription Plan, then this Agreement will be subject to the terms of that Subscription Plan.

4. VisaTrack’s responsibility

4.1 Provision of Services: Subject to the Customer paying the Fees, VisaTrack will:
(a) make the Services and Content available to the Customer, pursuant to the terms of this Agreement;
(b) grant access to the VisaTrack Platform to the Customer and the Customer’s authorised personnel; and
(c) exercise reasonable care, skill and diligence when providing the Services.

4.2 Non-Exclusive: VisaTrack will provide the Services on a non-exclusive basis, and nothing in this Agreement will prevent VisaTrack from providing services that are the same or similar to the Services to any third party.

4.3 Beta Services. From time to time, VisaTrack may make Beta Services available to the Customer. The Customer may choose to try such Beta Services or not in its sole discretion, and any use of such Beta Services will be governed by this Agreement and any additional terms advised by VisaTrack at the time the Beta Services are made available to the Customer.

5. VisaTrack’s responsibility

5.1 Customer Responsibilities. The Customer will:
(a) comply with this Agreement and the Subscription Plan;
(a) ensure that only its authorised personnel access the VisaTrack Platform through its account, and not any other person;
(b) procure that its authorised personnel comply with this Agreement when accessing the VisaTrack Platform and using the Services;
(b) obtain all necessary consents required by law to provide the Customer Data to VisaTrack when using the Services;
(c) ensure that its computer system(s) used to access the Services and the VisaTrack Platform is free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs and incorporates appropriate security features;
(d) notify VisaTrack promptly of any unauthorised access or use of the Services or the VisaTrack Platform;
(c) use the Services and Content strictly in accordance with this Agreement and the Subscription Plan; and
(e) pay the Fees.

Prohibited actions: The Customer will not:(a) violate any applicable laws or regulations when using the Services (collectively, the Laws);
(b) make any Customer Data available to VisaTrack that violates any applicable Laws;
(c) violate or attempt to violate the security of any of the Services or the VisaTrack Platform, including logging in to a server or account that you are not authorised to access, attempting to test, scan, probe or hack the vulnerability of the VisaTrack Platform or any other site operated by VisaTrack from time to time, or allow any
unauthorised personnel or third party to access the VisaTrack Platform, Content or Services;
(d) reverse engineer, decompile or disassemble any portion of the Services or the VisaTrack Platform; or
(e) use or attempt to use any engine, software, tool, agent or other device or mechanism (including browsers, spiders, robots, avatars or intelligent agents) to “scrape” information from the Services, Content or the VisaTrack Platform.

6. Fees and payments

6.1 Fees: The Fees payable by the Customer for the Services are set out in the Subscription Plan.

6.2 Billing Cycle: The Subscription Plan includes enrolment into an ongoing payment plan to pay the Subscription Fee. The length of the Customer’s billing cycle will depend on the Customer’s Subscription Plan.

6.3 Payment: The Customer will pay all Fees (without set-off or deduction) to VisaTrack’s nominated amount in accordance with the Subscription Plan.

6.4 Payment Methods: The Customer must provide one or more Payment Methods to use the Services. The Customer authorises VisaTrack to charge any Payment Method associated to the Customer’s account for payment of the Fees. The Customer will remain responsible for any unpaid amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, VisaTrack may suspend the Customer’s access to the Services or the VisaTrack Platform until VisaTrack has successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge certain fees, such as foreign transaction fees, credit card fee or other fees relating to the processing of your Payment Method. The Customer is solely responsible for payment of any third party fees relating to the use of a Payment Method, which will be payable by the Customer in addition to the Fees.

6.5 Payment Information: The Customer is responsible for providing complete and accurate billing and contact information to VisaTrack and notifying VisaTrack of any changes to such information. 

6.6 Overdue Fees: If any amount due is not received by VisaTrack by the due date, then without
limiting VisaTrack’s rights or remedies, VisaTrack may:
(a) charge late payment interest of 1.5% of the outstanding balance per month; or
(b) suspend the Customer’s access to the Services and the VisaTrack Platform in accordance with clause 12 ,
until full payment of the Fees is received by VisaTrack.

6.7 Change in Fees: VisaTrack may change the Fees or introduce new charges applicable to your use of the Services from time to time. VisaTrack will notify you in the event of a change to the Fees and (unless otherwise agreed in writing with VisaTrack) that change will become effective on the expiry of 30 days from the date on the notice. If the Customer does not agree with the change to the Fees, then the Customer may cancel its Subscription Plan under clause 13.1 .

6.8 No refunds: To the extent permitted by law, payments of any Fees are non-refundable and VisaTrack does not provide refunds or credits for any partial Subscription Plan periods upon the Customer’s cancellation of its Subscription Plan in accordance with clause 13.1 

6.9 Taxes: The Fees charged by VisaTrack do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, GST, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, Taxes). The Customer is responsible for paying all Taxes associated with the provision of the Services (except income tax in respect of VisaTrack’s income or profits) under this Agreement, which are be payable by the Customer in addition to the Fees.

7. Proprietary rights and licenses

7.1 Reservation of Rights: Subject to the limited rights expressly granted to the Customer under this Agreement, VisaTrack reserves all rights, title, proprietary rights and interest in and to the Services, VisaTrack Platform, Content, and any other document, report, material or other output owned by VisaTrack prior to this Agreement or otherwise produced by VisaTrack in the course of providing the Services including all related Intellectual Property Rights. VisaTrack will own any improvements, modifications, enhancements, additions, or other alterations to such and the Intellectual Property Rights in these will unconditionally and immediately vest in VisaTrack on creation.

7.2 Access to and use of Services: The Customer has the limited right to access and use the Services subject to the terms of this Agreement and the Subscription Plan. Unless otherwise agreed between the parties in writing, this grant of access and use expires immediately on termination or expiry of this Agreement or the relevant Subscription Plan.

7.3 Licence by Customer to use Customer Data: The Customer grants to VisaTrack and its Affiliates a worldwide, perpetual, irrevocable, royalty free and sublicensable licence to host, copy, use, transmit, and display any Customer Data provided by the Customer to VisaTrack for any purpose in connection with VisaTrack’s business and subject at all times to the Privacy Act 2020.

7.4 Licence by Customer to Use Feedback: The Customer grants to VisaTrack and its Affiliates a worldwide, perpetual, irrevocable, royalty-free and sublicensable licence to use and incorporate into its Services and Content any suggestion, enhancement request, recommendation, correction, or other feedback provided by the Customer relating to the operation of the Services or its Affiliates’ services for any purpose in connection with VisaTrack’s business or the business of VisaTrack’s Affiliates, without any payment or attribution to the Customer.

7.5 To avoid doubt, the Customer does not acquire ownership rights in any proprietary methodologies, techniques, strategies, processes, products, materials, layouts, reports, documents; reporting packages or the like, utilised by VisaTrack in the course of providing the Services or the VisaTrack Platform under this Agreement or otherwise.

7.6 The Customer must not at any time, including during the term of this Agreement or after the expiry or termination of this Agreement, without written consent of VisaTrack:
(a) attempt to copy, alter, modify, replicate, reverse engineer, or enhance any of VisaTrack’s Services, the VisaTrack Platform, Content, or any other document, report, material, product, output or intellectual property of VisaTrack;
(b) alter, remove, or tamper with any trade mark, patent or copyright notices or any confidentiality or proprietary notice, numbers or other means of identification used on or in relation to VisaTrack’s products or Services;
(c) register or apply to register any intellectual property rights the same or similar to the Intellectual Property Rights of VisaTrack;
(d) make any of the VisaTrack products or Services or related Intellectual Property Rights of VisaTrack available to any third party other than its employees or contractors required to use it under this Agreement; or
(e) do any act or allow any act to be done that would or might invalidate or be inconsistent with the VisaTrack’s Intellectual Property Rights.

8. Data

8.1 Customer Data. The Customer is responsible for all Customer Data collected, inputted, or submitted into the VisaTrack Platform by the Customer, including ensuring that the Customer has all permissions, authorisations or consent required to input and submit the Customer Data into the VisaTrack Platform, and the Customer warrants that it has all rights in the Customer Data (and the consents of individuals where the Customer Data is Personal Information) necessary to grant the rights set out in this clause 8.1 .

8.2 Indemnity: The Customer shall indemnify, defend and hold VisaTrack harmless from and against any damages, liabilities, losses, costs and expenses incurred by VisaTrack in connection with any claims, suits or actions bought against VisaTrack, arising from the Customer’s breach of clause 8.1 .

8.3 Risk of Data Loss: Any Customer Data stored by VisaTrack on the VisaTrack Platform is stored entirely at the Customer’s risk and VisaTrack is not responsible for any loss, corruption or unauthorised access to the Customer Data.

8.4 Usage Data. VisaTrack may collect and analyse Usage Data and other information relating to the provision, use, and performance of various aspects of the API and related systems and technologies (including information provided by third-party analytical tools). VisaTrack may analyse, copy, process, collect, use, disclose, and reproduce Usage Data for any purpose in connection with VisaTrack’s business. VisaTrack shall own all right, title and interest in the Usage Data.

9. Confidentiality

The Customer must keep any information relating to VisaTrack’s business, customer lists and any other information that is not publicly available (Confidential Information) confidential and must not disclose the Confidential Information to any person or use the information for any purpose, other than to comply with the Customer’s obligations under this Agreement.

10. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

10.1 Representations: Each party represents that it has validly entered into this Agreement and has the legal power to do so.

10.2 Customer acknowledgements: The Customer acknowledges and agrees that:
(a) VisaTrack does not guarantee that the Services will be performed error free or uninterrupted or free from viruses;
(b) there is a risk of errors, interruptions and viruses occurring for which VisaTrack will not be liable;
(c) where Content is obtained from third party sources, and VisaTrack is not liable for, and does not warrant or guarantee, the completeness or accuracy of the Content;
(d) any Content that is provided dependent on the Customer Data provided to VisaTrack and VisaTrack is not liable for any Content which is not complete or accurate due to the incompleteness or inaccuracy of the Customer Data;
(e) the Customer is responsible for ensuring that the Services will be compatible with any hardware, other software or systems used or provided by the Customer or used by the Customer together with the Services; and
(f) the performance of, or access to, the Services may be affected by the transfer of data over communications facilities, including the internet, and that the Services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities and VisaTrack is not responsible or liable for any delays, delivery failures, or other damage resulting from such occurrences.

10.3 No implied warranties: To the maximum extent permitted under applicable law and except as expressed provided under this Agreement, all other warranties, conditions and representations, whether expressed or implied, including, without limitation, the implied warranties of merchantability, non-infringement and fitness for a particular purpose, are excluded.

10.4 Exclusions: The parties agree that:
(a) the Services supplied to the Customer by VisaTrack are supplied and acquired by the Customer solely for business purposes and “in trade” within the meaning of the Fair Trading Act 1986 and the Consumer Guarantees Act 1993;
(b) the Consumer Guarantees Act 1993 and sections 9, 12A and 13 of the Fair Trading Act 1986 will not apply to this Agreement or any Services supplied under this Agreement or the Subscription Plan; and
(c) it is fair and reasonable to exclude the application of those statutes and provisions.

11. Limitation of liability

11.1 Limitation of Liability: To the extent that the liability of VisaTrack is not otherwise limited or excluded, and to the extent permitted by law, the total liability of VisaTrack whether in tort (including negligence), contract, statute, under an indemnity or otherwise, for any claim, loss, damage or injury arising directly or indirectly out of, or related to, the relationship between the parties, any breach of VisaTrack’s obligations under this Agreement, or otherwise is limited to the total amount paid by the Customer under this Agreement for the Services giving rise to the liability in the 3 months preceding the first incident out of which the liability arose.

11.2 Exclusion of Consequential and Related Damages: To the extent permitted by law, in no event will VisaTrack or its Affiliates have any liability to the Customer or any third party arising out of or in connection with this Agreement for any lost profits, revenues, goodwill, or indirect, special, incidental, consequential, business interruption or punitive damages, whether an action is in contract or tort and regardless of the theory of liability.

11.3 Indemnification: The Customer will indemnify VisaTrack and keep VisaTrack indemnified from and against any loss, cost or damage of any nature that VisaTrack may suffer as a consequence of the Customer’s breach of its obligations under this Agreement or the Subscription Plan.

12. Suspension

12.1 Suspension: In addition to any other rights VisaTrack has under this Agreement, the parties expressly acknowledge and agree that VisaTrack has the right to immediately suspend the Services without notice to the Customer if VisaTrack believes that the Customer has committed, or is reasonably likely to commit, a breach of any provision of this Agreement.

12.2 Consequences of suspension: During any period of suspension, the Customer will pay all Fees for the Services provided by VisaTrack prior to the suspension.

13. Cancellation

13.1 Cancellation of Subscription Plan: The Customer may change or cancel a Subscription Plan at any time. The cancellation will take effect at the end of the Customer’s billing cycle as set out in the Subscription Plan. Subject to clause 12.1 , the Customer will continue to have access to the Services from the date of the cancellation to the end of the billing cycle.  At the end of the billing cycle, all access rights granted to the Services, VisaTrack Platform or other Content shall immediately cease to exist and access to any Customer Data provided will no longer be available.

13.2 Termination for Convenience: Either party may terminate this Agreement at any time by notice in writing to the other if all Subscription Plans have expired.

13.3 Termination by VisaTrack: VisaTrack may terminate this Agreement for cause:
(a) upon 30 days written notice to the Customer of a breach by the Customer if the Customer fails to remedy the breach within 10 days of the date of VisaTrack’s breach notice to the Customer; or
(b) if the Customer is subject to an insolvency, receivership, liquidation or bankruptcy proceedings

13.4 Consequences of termination: The Customer must delete any information related to the Services upon cancellation under clause 13.1 or termination under clause 13.2 or 13.3 of this Agreement.

13.5 Accrued rights: Termination or suspension of this Agreement for any reason will not affect VisaTrack’s rights against the Customer which accrued before termination.

13.6 Surviving Provisions: Clauses 6 , 7 , 8 , 9 , 10 , 11 , 13.5 , 13.6 and 14 and any other clause intended to survive termination or expiry of this Agreement will survive.

14. General Provisions

14.1 Force Majeure/Unforeseen Circumstances: VisaTrack will have no liability to the Customer in relation to any loss, damage or expense caused by VisaTrack’s failure, in part or in full, to provide any Services as a result of epidemic, pandemic, infectious diseases, quarantines or other viral outbreaks, fire, flood, tempest, earthquake, riot, civil disturbance, theft, crime, strike, lock out, war, act or terrorism, disruption of transportation, shortage of energy, water, raw materials or the inability of VisaTrack’s suppliers to supply necessary products or service or any other matter beyond VisaTrack’s control.

14.2 Publicity: VisaTrack may use the Customer’s trade mark, trade name and logo to publicly identify the Customer as a customer of VisaTrack. VisaTrack will comply with any brand guidelines or standards that the Customer provides from time to time.  If the Customer does not want to allow VisaTrack the right to use the Customer’s marks or identity, the Customer may opt out of this clause 14.2 at any time by emailing VisaTrack at [hello@visatrack.co.nz].  

14.3 Attribution: The Customer grants to VisaTrack permission to use the Customer’s name, logo, and other proprietary marks for VisaTrack’s promotional, informational, and advertising purposes in accordance with this clause 14.3 . The Customer may opt out of this clause 14.3 at any time by emailing VisaTrack at [hello@visatrack.co.nz]

14.4 Entire agreement and order of precedence: This Agreement, together with the Subscription Plan, is the entire agreement between VisaTrack and the Customer regarding the Customer’s use of the Services and supersedes all prior and contemporaneous negotiations, agreements, proposals or representations, written or oral, concerning its subject matter. In the event of any conflict or inconsistency, the order of precedence shall be:
(a) the Subscription Plan; and
(b) this Agreement.

14.5 Relationship of the parties: Nothing in this Agreement will evidence, be construed or be deemed to constitute any relationship of employment, partnership or a joint venture between the parties. No party will have the authority to act for, or to incur any obligation on behalf of the other party.

14.6 Waiver: Any delay or failure by VisaTrack to enforce any of the terms contained in this Agreement or the Subscription Plan shall not be deemed to be a waiver of any of its rights or obligations under this Agreement or the Subscription Plan.

14.7 Severability: If any provision or part of a provision of this Agreement is held invalid, unenforceable or illegal for any reason, this Agreement and any remainder of the provisions shall remain otherwise in full force apart from that part of the provisions which shall be deemed deleted.

14.8 Assignment: The Customer may not assign any of its rights or obligations under this Agreement without VisaTrack’s prior written consent. VisaTrack may assign its rights or obligations (or both) to Affiliate or any third party without the Customer’s consent.

14.9 Notices: The address to which Customer should direct notices under this Agreement are set out below: Notices should be addressed to:

Visatrack
C/- MGI Plus More (Auckland) Limited,
Level 5, 32-34 Mahuhu Crescent,
Auckland Central, 1010
New Zealand
hello@visatrack.co.nz

14.10 Manner of giving notice: Each notice, agreement and other communication (each a communication) to be given, delivered or made under this Agreement is to be in writing but may be sent by personal delivery, post or email to the last known address. A communication under this Agreement will only be effective:
(a) in the case of personal delivery, when delivered; and
(b) if made by email, when received as set out in Part 4 of the Contract and Commercial Law Act 2017;
(c) provided that any communication received or deemed received after 5 pm or on a day which is not a working day will be deemed not to have been received until the next working day.

14.11 Governing law and jurisdiction: This Agreement shall be governed and construed in accordance with the laws of New Zealand, regardless of the principles of conflict of laws. The parties submit to the non-exclusive jurisdiction of the courts of New Zealand over all disputes arising in connection with this Agreement.