BaseDiary™ is owned by Admin Innovations Ltd. (AIL) with registered offices at 30 Ranfurly Street, Trentham, Upper Hutt, New Zealand.
Account Owner is the person authorised by the Client to act for the Client and make binding commitments for the Client.
BaseDiary is the software platform.
The term Client refers to the company or person licenced to use BaseDiary software.
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 and 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 in clause 1 above: Monthly Fee to be paid in advance: $ 119.00 (plus GST in New Zealand), or as otherwise notified by AIL from time to time.
2.2 AIL will provide at least one month notice in writing of any change to the fees.
2.3 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. It is the sole responsibility of the Client to ensure that payment is received by AIL in time (by the 1st of each month).
2.4 Monthly fees can be paid by Credit Card (Visa and Mastercard), or by Paypal.
2.5 The Client grants AIL the right to store credit card details and make deductions for the sole purpose of deducting the BaseDiary software monthly license fee.
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. This includes:
- regular updating and maintaining of firewalls and data protection systems and back-ups; and
- not physically removing any data without appropriate encryption.
(b) Not disclose any information recorded by the Client in the BaseDiary software to any third party, unless required to do so legally.
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 there is 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 and 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 charged at $100 per hour on a pro rata basis in 5-minute increments.
7. Authority to act
7.1 AIL is authorised to act on instructions from the Client’s “Account Owner” role (as defined in the account settings of the BaseDiary Software system) unless the Account Owner explicitly delegates authority to another person in writing. Any delegations must be sent to AIL by email and must originate from the Account Owner’s email address and might be verified by phone.
7.2 Change of account owner. In the event that the Client wishes to change the Account Owner (i.e. the authorised and primary contact to interact with AIL), the current Account Owner will instruct AIL in writing stating: the new Account Owner, the date of transfer, a legal reference for the transfer that can be verified independently (such as a solicitor able to verify the transfer of the business or ownership) and the following contact details for the new owner: Full name, business name and any trading name, contact email and phone numbers.
8. Back-up and recovery
8.1 Subject to the Client’s compliance with these terms and 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 and conditions.
8.2 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.
8.3 Any requests for exports of the information stored in the BaseDiary system must originate from the Account Owner and will be provided on a best effort basis in a standard format used by the BaseDiary software. Any specific requirements related to urgent processing, specific export formats or data transfer may be subject to additional fees.
8.3 AIL will only be obliged to provide the Client with a copy of their client data when all fees owing are paid.
9. No guarantees as to security of your information
9.1 While AIL takes all due care in ensuring the privacy and integrity of the information you provide, the possibility exists that this information could be unlawfully observed by a third party while in transit over the Internet or while stored on AIL systems or on AIL’s Site. AIL disclaims all liability to you to the greatest extent possible pursuant to law should this occur.
10. Non-continuous operation
10.1 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.
11.1 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.
12. Limitation of liability and indemnity
12.1 BaseDiary is provided on an “as is” basis. It is up to the client to determine how suitable BaseDiary is for their business. Under no circumstances is AIL obligated to make any changes to the BaseDiary software. Any changes, improvements, corrections or extensions of the BaseDiary software is entirely in AILs sole discretion.
12.1 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 and conditions.
12.2 In the event that clause 12.1 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 and conditions, for any cause whatsoever, will under no circumstances exceed $100.
12.3 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
13. Force Majeure
13.1 AIL will not be liable for any act, omission, or failure to fulfil its obligations under these terms and 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.
14. Changes to terms and conditions
14.1 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 and conditions if the Client does not give notice of termination within that seven day notice period.
15.1 In the event of a breach of these terms and conditions by one party, the other party may immediately terminate this agreement.
15.2 Either party may terminate these terms and conditions by giving 30 days written notice.
16. Refund Policy
16.1 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.
17. Entire Agreement
17.1 These terms and 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.
18. No assignment
18.1 The Client may not assign or attempt to assign any of that party's rights, interests or obligations under these terms and conditions, except with the express written permission of AIL.
19.1 Any unlawful or voidable provision in these terms and 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 and 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 and conditions.
20. Governing law and jurisdiction
20.1 These terms and 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.
21.1 Any notices in respect of these services will have been delivered if successfully (without non-delivery notice) emailed to the Client’s last known email address in the case of AIL and to firstname.lastname@example.org for any notices to AIL. Notwithstanding this AIL will make reasonable efforts to contact the Client via phone for any significant notices.
22.1 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.
22.2 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.
22.3 If the dispute remains unresolved after mediation, than the dispute must be submitted to arbitration in accordance with the Arbitration Act 1996.
22.4 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.
22.5 The parties will share the costs of mediation or arbitration equally or as determined by the arbitrators.