Basis

Terms and Conditions of Credit

In these Terms, when we say we, us, or our, we mean Basis NZ Limited (Company Number 7642956) and all entities directly or indirectly controlled by Basis NZ Holdings Limited, including but not limited to all subsidiaries, regardless of whether wholly-owned). When we say you or your, we mean both you and any entity you are authorised to represent (such as your employer), together the Parties and each a Party.

These Terms form our contract with you, and set out your obligations as a customer in regard to our extension of credit. You cannot use our Services unless you agree to these Terms.

  1. Credit
    1. Upon our extension of credit to you, we agree to provide our software (and associate packages/upgrades) (Services) to you on credit until the period of the 20th of the month following the date of issue of our invoice (Credit Term).
    2. Our extension of credit to you will be subject to these Terms and any agreement which has been agreed by the Parties for the supply of the Goods and Services to you (Terms and Conditions).
    3. You agree that these Terms will be additional to, and not in substitution for, any alternative Terms and Conditions entered into by the Parties. To the extent of any ambiguity or discrepancy between the credit terms in these Terms and any terms in our Terms and Conditions, the Terms and Conditions will prevail.
    4. We reserve the right to refuse an extension of credit and/or revoke our extension of credit to you at any time in our sole discretion, including if in our reasonable view, your financial situation or ability to pay us is impaired, without incurring any liability to you. If we revoke our extension of credit, this will not affect any Goods and Services provided to you on credit prior to the revocation.
    5. We may advise you of a credit limit at which we agree to extend credit to you. You agree to not exceed the credit limit. We reserve the right to review credit limits in our sole discretion, including increasing or decreasing the credit limit.
  2. Your obligations
    1. We will issue invoices to you upon the provision of Services or on a monthly basis and, unless otherwise agreed in the Terms and Conditions or in writing with us, you agree to pay us the price for the Goods and Services prior to the expiry of the Credit Term, using the payment method set out in our invoice.
  3. Overdue accounts
    1. If:
      1. you fail to pay any monies due and owing prior to the expiry of the Credit Term;
      2. you fail to comply with these Terms;
      3. you suffer an Insolvency Event; or
      4. these Terms are terminated in accordance with clause 7.2,

        the full balance of your account will become due and payable immediately.
    2. If any payment has not been made in accordance with these Terms, we may (at our absolute discretion):
      1. enter any premises where the Goods which are the subject of any unpaid amount are stored or held, for the purpose of retrieving and taking possession of those Goods, and you agree to provide any access, items and consents required to enable us to do so;
      2. cease providing the Goods, and recover, as a debt due and immediately payable from you, our reasonable additional costs of doing so (including all recovery costs);
      3. suspend or terminate your access to our Services, Trade Account and/or access to our cloud-based application (App);
      4. charge interest at a rate equal to the Reserve Bank of New Zealand’s cash rate, from time to time, plus 2% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the relevant due date for payment; and
      5. suspend or revoke our extension of credit.
  4. Title, risk and security interest
    1. Title in the Goods will only pass to you on the date that you pay for the Goods in full in accordance with these Terms. Unless otherwise agreed in the Terms and Conditions or in writing with us, risk in the Goods will pass to you when we have delivered the Goods to you, or you have collected the Goods from us (as applicable).
    2. You agree that we hold a general lien over any Goods owned by us that are in your possession, for the satisfactory performance of your obligations under these Terms.
    3. You agree that these Terms and your obligations under these Terms create a registrable security interest (including a purchase money security interest) in favour of us, and you consent to the security interest (and any other registrable interest created in connection with these Terms) being registered on any relevant securities register (and you must do all things to enable us to do so).
    4. Subject to any additional terms and conditions related to the provision of our Services and to full payment being received by us and your compliance with these Terms, we grant you a non-exclusive, non-transferable license to use the Services. This license may be revoked if payment is not received by us in accordance with these Terms.
  5. Warranties and representations
    1. You represent, warrant and agree that:
      1. if you are using the Services on behalf of your employer or a business entity, you, in your individual capacity, you are authorised to act on behalf of your employer or the business entity and to bind the entity and the entity’s personnel to these Terms;
      2. these Terms constitute a legal, valid and binding agreement, enforceable in accordance with its terms;
      3. all information and documentation that you provide to us in connection with these Terms is true, correct and complete;
      4. no Insolvency Event has occurred in respect of you and that you will immediately notify us if you are (or you are likely to be) the subject of an Insolvency Event.
    2. In these Terms, Insolvency Event means any of the following events or any analogous event: (a) a party disposes of the whole or any part of the party’s assets, operations or business other than in the ordinary course of business; (b) a party ceases, or threatens to cease, carrying on business; (c) a party is unable to pay the party’s debts as the debts fall due; (d) any step is taken by a mortgagee to take possession or dispose of the whole or any part of the party’s assets, operations or business; (e) any step is taken for a party to enter into any arrangement or compromise with, or assignment for the benefit of, a party’s creditors or any class of a party’s creditors; or (f) any step is taken to appoint an administrator, receiver, receiver and manager, trustee, provisional liquidator or liquidator of the whole or any part of a party’s assets, operations or business.
  6. Personal Information
    1. We may collect personal information about you in order to supply our Services, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our privacy policy.
    2. We may disclose that information to third party service providers (including information technology service providers, data storage, web-hosting and server providers, professional advisors and our business partners) to supply our Goods and Services or as required by law.
    3. You authorise us to use any such personal information to contact and communicate with third party service providers, for internal record keeping, to allow us to manage our relationship with you and for the purposes of assessing your access to credit.
    4. Our privacy policy contains further information about: (1) how we store and use your personal information; (2) how you can access and seek correction of your personal information; (3) how you can make a privacy-related complaint; and (4) our complaint handling process.
    5. By providing personal information to us, you consent to us collecting, holding, using and disclosing your personal information in accordance with our privacy policy, available at wearebasis.com/privacy.
  7. Termination
    1. We may terminate these Terms (meaning your access to credit with us and/or access to our Services) in accordance with clause 3.2.
    2. These Terms will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:
      1. the other Party (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party;
      2. to the extent permitted under the Companies Act 1993 any step is taken to enter into any arrangement between the Defaulting Party and its creditors, any step is taken to appoint a receiver, a receiver and manager, a liquidator, a provisional liquidator or like person of the whole or any part of the Defaulting Party’s assets or business, the Defaulting Party is bankrupt, or the Defaulting Party is unable to pay its debts as they fall due.
    3. This clause 7 will survive the termination or expiry of this Agreement.
  8. General
    1. Amendment: We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use our App after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms.
    2. Assignment: Subject to clause 8.3, you may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent.
    3. Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.
    4. Disputes: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. The Parties agree to attend any such mediation in good faith. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction, or will operate to prevent a Party from taking steps to recover any debt.
    5. Governing law: These Terms are governed by the laws of New Zealand. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New Zealand and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
    6. Joint and several Liability: Where you constitute two or more individuals or entities, you will each be jointly and severally liable under these Terms.
    7. Notices: Any notice you send to us under these Terms must be sent to accounts@wearebasis.com. Any notice we send to you under these terms will be sent to the billing email address registered against your Account.
    8. Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
    9. Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.