TRAYGENIE DIGITAL LIMITED

Terms and Conditions for Service
Effective Date: 1 April 2021

Traygenie Digital Limited (called "we" "us" or "our" in this document).

We have developed and own all IP rights in an online portal product which enables restaurants and other hospitality businesses to manage their menu, prices, and bookings via their website, as well as enabling off-line bookings and “walk-ins”. 

The portal and the software that runs this product is called “Admin Genie”. 

These terms and conditions apply whenever our customers are licensed to use Admin Genie and where we provide services to our customers in connection with Admin Genie. 

This document applies as from the effective date until it is modified or replaced. 

It governs the contractual relationship between us and every customer using our Services. 

In this document each such customer is referred to as “you” or “your”.

1.             DEFINITIONS AND INTERPRETATION

1.1          In this document, unless the context requires otherwise, any reference to:

“Authorised Purpose/s” means use of the Software to operate Admin Genie, to manage menus prices and bookings, and any other functions from time to time made available by us to you. 

“Business Day” means a day other than a Saturday or Sunday or any day upon which restaurants are not permitted to trade in NewZealand.

“Business Hours” means 8.00am until 5.00pm on any Business Day. 

"Confidential Information" includes but is not limited to: 
(a)          all technical and other information of a special or unique nature relating to Admin Genie, to our Services or to the Software and all other “know-how” or trade secrets; and
(b)          all user manuals and materials about functionality guides or instructions and other documentation or information supplied by us in connection with Admin Genie; and
(c)          any other information which is marked as “confidential” or which is known to be or ought to be regarded as confidential;   but does not include such information if it is already known to the recipient independently of provision of the Services or known in the public domain, in either case provided that such knowledge is not due to a breach of confidentiality by the recipient or any other person.

 “IP” means intellectual property rights including copyright patents registered designs trademarks Confidential Information and all other similar rights in relation to Admin Genie whether legally recognised or not. Also legal rights derived from IP ownership and use.

“Service” means the provision of access to Admin Genie for Authorised Purposes.

Services” means those services we supply to users of the Software and Admin Genie in connection with the Service.

“Software”means the proprietary software developed by us, which enables Admin Genie to operate on customers’ websites and other platforms.

2.             APPLICATION
2.1          These terms and conditions apply from the time you first engage with us. If Service is discontinued for any reason, including termination, obligations which are intended to continue after termination will still apply, for instance your confidentiality obligations and acknowledgements about IP ownership.
2.2          We may update or replace our terms and conditions from time to time and the updated or replacement terms and conditions will apply from the time when we notify these changes on our website.
2.3          These terms and conditions are read subject to and special terms or conditions we may agree with you. These may be found in a written proposal or in some other document which records them.

3.             SOFTWARE LICENCE
3.1          As from the time when Service commences until you cease to have access to Service we grant you a user only non-exclusive licence to access and use the Software, but only for Authorised Purposes and subject to terms and conditions from time to time set by us. Your rights of use are however at all times subject to payment and full compliance with all terms and conditions of use.
3.2          As a user only licence you have no right to edit reproduce, re-sell licence or sub-licence “reverse engineer”alter or adapt reproduce copy store distribute print display publish or create derivative works or otherwise use the Software in any way or for any purpose that is not an Authorised Purpose. (In implementing the Software for your use we may however make alterations or adaptations to the Software or its functionality).
3.3          Whilst we have developed the Software as a proprietary product in respect of which we claim all IP rights we cannot prevent third parties from claiming rights of IP ownership in it, and if a third party were to do so we are not liable to you for any outcome cost or loss arising which you may claim.
3.4          We will endeavour to keep theSoftware virus free but have no liability to you if through no fault of ours the Software (or through use of the Service your software or website) be come infected with a virus malware or similar, their functionality is compromised or data or content are lost or stolen.

4.             IP
4.1          We claim ownership in all IP related to Admin Genie, in the Software and in Confidential Information about them and in all property and materials (including our content text graphics logos icons etc) we employ in the provision of our Services, or other wise related to our products and services.
4.2          You are granted non-exclusive rights to use those parts of our IP as are required for Service but only for Authorised Purposes. You do not at any time (including after rights in Admin Genie have terminated) have, and may not claim, rights of ownership in our IP. If you discover any other properties in or use for our IP or discover or make any improvements to it these belong to us. If you discover any third party infringing our rights in IP you must inform us and use reasonable endeavours to assist us to protect our rights in our IP.
4.3          In using Admin Genie for Authorised Purposes you may (but subject to the restrictions below) generate your own content and materials (for instance menus published on your website). We claim no IP in such content or materials, however you authorise us to store and display them for your use in accordance with the Services we provide.
4.4          In respect of our Confidential Information you must not use it for any purpose that is not an Authorised Purpose, you must not copy it publish it nor allow any other person to receive it and if your rights to use Admin Genie are terminated you must immediately up on our request delete or destroy it. You must not attempt to commercialise copy or sell any property or information you have received in connection with our IP.
4.5          The obligations in this clause 4survive termination of Service or of any other rights you have connected to Admin Genie.

5.             PRICES AND PAYMENT
5.1          Payment for the rights granted are at the prices set or agreed from time to time. Payment plus agreed additional charges and GST must unless otherwise agreed be made by credit card calendar monthly in advance.
5.2          If payment is not made when due we will have rights, as set out below, which include suspension or termination of Service.
5.3          We reserve the right to increase our prices on 14 days’ notice on our website, which you have an obligation to regularly monitor. The new prices will apply as so notified and must be paid for continuity of Service.

6.             OUR SERVICES
6.1          Subject to payment by you and full compliance with all prevailing terms and conditions we will make the Software and or Services available for you. This will enable you to use Admin Genie to advertise your menu and prices on your website, to take and respond to bookings and food orders via your website, and to modify menu and prices from time to time. Admin Genie will also enable you to record “off-line” bookings or“walk-in” customers.
6.2          We will endeavour to ensure Service is maintained at all times however we cannot guarantee this and have no liability if for any reason Service is unable to be maintained. You acknowledge that environmental or internet service/ infrastructure or power constraints may affect the Services. Also, that from time to time we may be required to takedown the Service (with no claim or right to deduct payment for alleged losses by you). This may for instance be required for maintenance or software upgrades. You may not claim compensation or reduce payments when Service is affected by these things.
6.3          We will provide technical support during Business Hours to enable you to use Admin Genie in the manner we have instructed. This support will consist of a maximum of 10 hours online assistance for the first month after implementation. Any support in excess of this or after the first month may be subject to an additional cost if support agreements are not in place. We will endeavour to provide support to meet your needs, however cannot guarantee response times as the needs of other customers or other factors may impact our attendance to your request. 6.4          We will at no cost as and when we are able to do so to you fix any bugs in the Software (meaning any lack of functionality that is due to software errors or faults and not to any extent attributable to user error).
6.5          We may at our discretion further develop and enhance the Software or the functionality of Admin Genie and provide these improvements to you at no extra cost, however if any development introduces new functions or outcomes you may be required to increase your monthly payments in order to access these improvements.

7.             YOUR OBLIGATIONS
7.1          In order for us to provide Service and ensure best functionality of Admin Genie you must fully co-operate with our directions to ensure it is operating effectively. You must have minimum hardware and operating software, as specified by us. You must nominate a key person within your organisation to be trained in and to operate Admin Genie.
7.2          You must ensure that your website and any other platform running Admin Genie does not display content that is illegal defamatory or offensive or in breach of the IP rights of any third party.
7.3          In connection with any personal information or data you collect through use of Admin Genie you agree to act in accordance with our Privacy Policy. If you supply us with any personal information (including via our website) this policy will apply.

8.             WARRANTIES LIABILITY AND INDEMNITY
8.1          Subject to any factors not under our control (including those in clause 10.1) and subject to full compliance by you with your obligations we warrant that whilst the Service is being provided Admin Genie will perform the agreed functions which may include recording menus prices and bookings on your website and enabling you to manage them as well as additional services that may supplied by us. We do not provide any other warranties about performance, or outcomes, and to the fullest extent permitted by law no warranties guarantees or obligations implied by statue or any other law will apply.
8.2          We are not liable for any cost loss or unfavourable outcome that may arise or be alleged consequent upon your use of Admin Genie and you will indemnify us if we suffer any claim, cost or loss as a consequence of an allegation that we are so liable.
8.3          If we have any liability for you in any way connected with Admin Genie our liability is at all times limited to the GST exclusive value of payments received by us from you for the Services in respect of which that liability is claimed.
8.4          You will indemnify us as a debt due to us upon demand for any claim cost or loss we may suffer as a consequence of your use of Admin Genie.

9.             DEFAULT SUSPENSION AND TERMINATION
9.1          If you default in the performance of any obligation (including payment) we may disable your Service and suspend your use of Admin Genie. In such event you must stop using the Service until the suspension has been lifted.
9.2          Whilst any payment default remains un-remedied you will pay us penalty interest at a rate of 10% pa calculated daily on the overdue amount until we receive it in full.
9.3          We may serve you with a notice of default and if this default remains un-remedied for 30 days (time being of the essence) we may terminate and permanently disable your rights to use Admin Genie.
9.4          In the event of termination you must forever cease using Admin Genie and take down from your website all materials produced from its use. The software licence in clause 3 and all user rights in our IP will then also terminate.

10.          GENERAL
10.1          Force Majeure: We are not liable to provide Service or to perform any Services if there are circumstances beyond our control which impact our ability to do so. By way of example epidemic or the actions or restrictions of Government or any authority in response, natural disaster such as an extreme weather event earthquake or tsunami, acts of terrorism, strikes, lockouts, riots, acts of war, fire, internet, communication line or power failures or disruptions.
10.2          Notices: Each notice given under these terms and conditions is to be in writing and sent by email. In the case of any email to us it shall be sent to our email address notified to you at the time of contracting, and in your case to the email address last notified to us or found in our website.
10.3          Assignment and transfer: Your rights under any contract for Service are not assignable. If you sell your business all rights in the Service will terminate and your purchaser will need to negotiate a new agreement with us. If we sell our business our purchaser may acquire our rights and assume our obligations.
10.1          Dispute Resolution
(a)            If there is any dispute in connection with the Service or our Services:
               (i)             full written particulars of the dispute shall be given by the party claiming dispute to the other;
                (ii)            we will then meet with you to attempt an outcome that meets our respective needs.
(b)           If the dispute is not resolved within 14 days of notification you or we may refer the dispute to mediation.
(c)           In such event you and we will in good faith endeavour to resolve the dispute before commencing any legal action or other dispute resolution proceedings.
(d)           Nothing in this clause prevents immediate legal action to recover a payment which is overdue nor will it affect the rights we have in clause 9.