BaseDiary™ is owned by Admin Innovations Ltd. (AIL)
1. Grant of licence
1.1 AIL grants the Client the right to access and use the BaseDiary software for the purpose of managing its dental practice based on the terms & conditions set out in this agreement.
2. Payment of fees
2.1 The Client shall pay the following fees in consideration for the grant of the licence referred to clause 1 above.
(a) Monthly Fee to be paid in advance: $ 119.00
2.2 In the event that the fees referred to above have not been paid by the due date, AIL may elect to suspend the Client's access to the BaseDiary software until such time as the outstanding fees have been paid. AIL shall not be liable in any manner whatsoever for any consequences relating to the withholding of access under this clause.
2.3 Monthly fees can be paid by Credit Card (Visa and Mastercard), by Paypal or through a standing bank payment (direct bank tranfer).
3. Updates and upgrades
3.1 Provided the Client has paid all applicable fees in accordance with clause 2.1 above, AIL shall ensure that the version of the BaseDiary software licensed to the Client includes all released upgrades and updates.
4.1 AIL shall:
(a) Take all reasonable steps to ensure the security of the information recorded by the Client in the BaseDiary software; and
(b) Not disclose any information recorded by the Client in the BaseDiary software to any third party.
4.2 The Client shall take all reasonable steps to keep passwords used to access the BaseDiary software secure from unauthorised detection, and shall immediately advise AIL in the event that it has reason to suspect that a password may have become known to an unauthorised party.
5. Client's obligations
5.1 The Client shall not:
(a) Copy, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer or disassemble the BaseDiary software, or attempt to do any of these actions;
(b) Attempt to circumvent or defeat the security features contained in the BaseDiary software;
(c) Remove, obscure, or alter BaseDiary's copyright notices, trade marks, or other proprietary rights notices contained within or relating to the software;
(d) Use the BaseDiary software for the purpose of conducting any illegal or offensive activity;
(e) Disrupt any portion of the website hosting the Basediary software or the underlying systems or use the BaseDiary website or BaseDiary software in any way which could interfere with any other user's use of the website or BaseDiary software;
(f) Provide false information about itself or impersonate any other person when accessing or attempting to access the BaseDiary software; or
(g) Access or attempt to access information entered into the BaseDiary software by any third party.
6.1 Subject to the Client’s compliance with these terms & conditions, AIL will provide:
(a) Unlimited email support to Clients without charge. AIL will endeavour to respond within three working days of an email request.
(b) Telephone support via the "call me back" button displayed on the Website, charged at $67.50 per hour on a pro rata basis in 5-minute increments.
7. Back-up and recovery
7.1 Subject to the Client’s compliance with these terms & conditions, AIL will take all reasonable steps to store and regularly back-up information entered into the Basediary software by the Client. The Client acknowledges that:
(a) The back-up is not performed on a real time or continuous basis and that not all information may be able to be recovered from a back-up; and
(b) AIL shall have no responsibility whatsoever for the storage, security and/or backup of the Client’s information in the event that the Client fails to comply with these terms & conditions.
7.2 The Client shall be solely responsible for the back-up and recovery of paper based records or any other information not entered into the Basediary software.
8. Non-continuous operation
8.1 The Client acknowledges that the BaseDiary software may not be operational at all times, whether due to scheduled maintenance, updating or circumstances beyond AIL's control and that AIL shall not be responsible for any failure to be able to view or use the BaseDiary software.
9.1 AIL warrants that it has the right to grant the licence referred to in clause 1 above and all other warranties, express or implied, are excluded to the maximum extent permitted by law.
10. Limitation of liability and indemnity
10.1 AIL will not under any circumstances be liable under the law of tort, contract or otherwise for any monetary sum, whether loss of profits or savings or for any direct, indirect or consequential loss or damage, however caused, relating to or in connection with the BaseDiary software or these terms & conditions.
10.2 In the event that clause 10.1 does not apply to any circumstance or event, AIL's maximum total liability to the Client arising out of any claim for damages during or after the term of these terms & conditions, for any cause whatsoever, will under no circumstances exceed $100.
10.3 The Client shall indemnify AIL against any and all losses, claims, costs (including legal costs), expenses, actions, demands, liabilities or proceedings whatsoever incurred by AIL in respect of any claim by a third party arising from or connected to any breach or alleged breach by the Client of its obligations under these terms & conditions.
11. Force Majeure
11.1 AIL will not be liable for any act, omission, or failure to fulfil its obligations under these terms & conditions if such act, omission or failure arises from any cause reasonably beyond its control including acts of God, strikes, lockouts, riots, terrorism, acts of war, epidemics, governmental action after the date of these terms & conditions, fire, communication line failures, power failures, earthquakes or other disasters.
12. Changes to terms & conditions
12.1 AIL may, from time to time and in its sole discretion, amend any of these terms and conditions by giving at least seven days notice of such change to the Client. The Client shall be deemed to have accepted the amended terms & conditions if it does not give notice of termination within that seven day notice period.
13.1 In the event of a breach of these terms & conditions by one party, the other party may immediately terminate this agreement.
13.2 Either party may terminate these terms & conditions by giving 30 days written notice.
14. Refund Policy
14.1 The subscription to basediary.com is a prepaid service. If the basediary.com subscription is terminated part way through a month, the client is still required to pay the monthly subscription fee. AIL will not refund part of the subscription fee for the final month.
15. Entire Agreement
15.1 These terms & conditions constitute the entire agreement between the parties in relation to the subject matter of this agreement. Any prior arrangement, agreements, representations or undertakings are superseded and extinguished.
16. No assignment
16.1 The Client may not assign or attempt to assign any of that party's rights, interests or obligations under these terms & conditions, except with the express written permission of AIL.
17.1 Any unlawful or voidable provision in these terms & conditions shall be read down so as to be valid and enforceable or, if it cannot be read down, will be severed from these terms & conditions without affecting the validity, legality or enforceability of the remaining provisions, provided the reading down or severing does not materially affect the purpose of or frustrate these terms & conditions.
18. Governing law and jurisdiction
18.1 These terms & conditions shall be construed and take effect in accordance with the laws of New Zealand, and subject to the jurisdiction of the courts of New Zealand.
19.1 Together the Client and AIL will take all reasonable steps to resolve any dispute, question or difference that may arise in connection with the Service Agreement to use the Basediary software.
19.2 If the parties are unable to resolve the question, dispute or difference by discussion within 14 days, the parties may refer the dispute to mediation. Mediation shall proceed in a manner agreed to by both parties.
19.3 If the dispute remains unresolved after mediation, than the dispute must be submitted to arbitration in accordance with the Arbitration Act 1996.
19.4 When practical to do so, the Client and AIL will continue to perform their respective obligations under the Service Agreement during the resolution of any dispute.
19.5 The parties will share the costs of mediation or arbitration equally or as determined by the arbitrators.