TERMS AND CONDITIONS FOR USE OF INTERLEASING CUSTOMER WEBSITE
1 Existing Arrangements
1.1 The Customer acknowledges that it is bound by the terms and conditions of the Master Agreement between it and Interleasing. These terms and conditions (“Terms”) relate to the Customer’s use of the Interleasing Customer Website and apply in addition to the Master Agreement. Interleasing reserves the right, at its absolute discretion, to change, modify, add or remove portions of these Terms, at any time. It is the Customer’s responsibility to check these Terms periodically for changes. Your continued use of the Interleasing Customer Website following the posting of changes will mean that you accept and agree to such changes.
1.2 The Interleasing Customer Website provides the means by which the Customer can:
(a) change Interleasing’s records of Driver and cost centre details online; and
(b) request Interleasing to provide vehicles on short term rental arrangements (known as “MiniLease”).
(c) provide Drivers with online access to the Interleasing Driver Website;
(d) update odometer readings and allow Drivers to update odometer readings for their vehicles; and
(e) change Interleasing’s records of personal details and allow Drivers to change Interleasing’s records of their personal details online,
in connection with leases under the Master Agreement.
The Customer accepts and agrees to be bound by these Terms in consideration for Interleasing providing the Customer with access to the Interleasing Customer Website.
1.3 To the extent that the Master Agreement requires communication to be made by any particular means or in any particular format, Interleasing and the Customer acknowledge that, to the extent that the functionality of the Interleasing Customer Website allows, such communications may be made via the Interleasing Customer Website.
1.4 In the event of any inconsistency between these Terms and the Master Agreement, save for clause 1.3 of these Terms, the terms of the Master Agreement shall prevail.
2 Operation only by Authorised Representatives
2.1 Interleasing agrees to make available to Authorised Representatives and Drivers of the Customer access to the Interleasing Customer Website (as may be upgraded or modified by Interleasing from time to time in its absolute discretion). Interleasing may, at its absolute discretion:
(a) impose minimum requirements upon a Customer as to who may be nominated as an Authorised Representative and whom may be given access as a Driver;
(c) impose minimum requirements as to the access method and other means by which the Authorised Representative and Driver may gain access to the Interleasing Customer Website.
2.2 The Customer warrants that its Authorised Representatives will operate the Interleasing Customer Website strictly in accordance with the authority conferred by the Customer and the Customer indemnifies Interleasing for any loss or liability arising from any of its Authorised Representatives exceeding his or her authority and for any action beyond Interleasing’s control.
2.3 Any transaction entered into in the name of a Customer in circumstances where the Password has been used to gain access to the Interleasing Customer Website shall be taken to be authorised by the Customer as if the Customer has signed the relevant electronic communication in writing.
3 Customer Obligations
The Customer agrees that:
(a) the Customer will use the Interleasing Customer Website only for the purposes described in clause 1.2;
(b) the Customer will permit Drivers to access or use the Interleasing Customer Website only for the purpose described in clause 1.2(c)(d) and (e); and
(c) the Customer will at its own cost, meet any requirements Interleasing may issue from time to time as to hardware, software and communications specifications in order to continue to have access to the Interleasing Customer Website.
4 Scope of operation may change
4.1 Interleasing may, at its absolute discretion, vary the scope of operation of the Interleasing Customer Website including, without limitation, by increasing, decreasing or eliminating the types of transactions which can be initiated or communications which may be made by the Interleasing Customer Website. The Customer also acknowledges that the Interleasing Customer Website may be subject to periods of planned and unplanned unavailability for maintenance, upgrading and support purposes.
4.2 Interleasing may at its absolute discretion terminate access to any or all Authorised Representatives of a Customer for any reason.
5 Compliance with Instructions
5.1 The Customer agrees to comply with all manuals supplied by Interleasing together with any instructions provided on the Interleasing Customer Website, including instructions as to the operation of the Interleasing Customer Website and the safe and secure keeping of printed records of transactions initiated over the Interleasing Customer Website.
5.2 Where the Interleasing Customer Website requires the Customer to print records of a transaction, the Customer is required to keep such printed records for any applicable period required by law.
6.1 The Customer must ensure that all logons, identifiers, passwords (including the Password) or other access methods used in the operation of the Interleasing Customer Website are kept secure and confidential and that unauthorised persons do not have access to terminals at which the Interleasing Customer Website may be accessible.
6.2 The Customer must immediately notify Interleasing upon:
(a) becoming aware that the security of any logon, identifier, password (including the Password) or other access method used in the operation of the Interleasing Customer Website has or may have become compromised or that unauthorised transactions have or may have been initiated via the Interleasing Customer Website; or;
(b) any Authorised Representative ceasing to be employed by the Customer or authorised to use the Interleasing Customer Website on behalf of the Customer or a Driver ceases to be authorised to use the Interleasing Customer Website.
6.3 In the event that an Authorised Representative ceases to be employed by the Customer or authorised to use the Interleasing Customer Website on behalf of the Customer, or a Driver ceases to be authorised to use the Interleasing Customer Website, the Customer must contact Interleasing immediately so that the person’s access to the Interleasing Customer Website can be terminated. Interleasing will use its reasonable endeavours to act upon such notification, as soon as reasonably practicable.
7 Security Upgrades
7.1 Interleasing may at any time impose new access and authentication requirements upon users of the Interleasing Customer Website including requiring them to obtain and use a digital certificate for transactions on the Interleasing Customer Website.
8 Reporting Errors
8.1 The Customer warrants that it shall immediately report to Interleasing any errors, unauthorised transactions or discrepancies it identifies in using the Interleasing Customer Website.
9.1 The Customer warrants:
(a) that it has examined all information provided by Interleasing in relation to the Interleasing Customer Website and that it understands the risks associated with maintaining security of the Password; and
(b) that it has made its own enquiries and has not relied upon Interleasing in assessing the risks of communicating with Interleasing via the Interleasing Customer Website.
10 Indemnities and Limitations of Liability
10.1 The Customer indemnifies Interleasing against any loss, claim or liability which arises from the Customer’s conduct (including without limitation any breach of these Terms by the Customer) or the conduct of any Authorised Representative, Driver or other employees or agents of the Customer in connection with the Interleasing Customer Website except to the extent that such loss, liability or claim arises from Interleasing’s gross negligence or fraud.
10.2 Interleasing accepts no responsibility as to any denial of access to the Interleasing Customer Website and shall in no way be liable (including without limitation in negligence) for any loss, claim or liability which arises from its operation or failure to operate.
10.3 Interleasing is not responsible for communications “in transit” between the Customer’s computer systems and the Interleasing Customer Website. Without limitation, Interleasing is not responsible for the non-arrival of communications with the intended recipient, for any delay in communications or for the security of communications.
10.4 To the maximum extent permitted by law, Interleasing’s liability excludes:
(a) all statutorily implied conditions and warranties in these Terms; and
(b) liability for:
(i) any indirect or consequential loss or damage; and
(ii) any loss of data, anticipated savings, profits, contracts, business (or business opportunity), income, revenue, goodwill, reputation, or wasted management time.
10.5 To the maximum extent permitted by law, Interleasing’s total aggregate liability under these Terms for any loss the Customer may suffer in the use of, inability to use, or otherwise in connection with, the Interleasing Customer Website (including any websites linked to it and any materials posted on it), shall be limited to a liability to provide the access to the Interleasing Customer Website again or an alternative means of performing the functions of the Interleasing Customer Website, at Interleasing’s option.
11.1 The Customer shall keep confidential all Confidential Information but may disclose such of the Confidential Information to its Authorised Representatives as is reasonable and necessary for the Authorised Representatives to discharge their duties to the Customer. In making such disclosure to any Authorised Representative, the Customer shall procure the Authorised Representative’s agreement to maintain the confidentiality of the Confidential Information. The Customer shall return all Confidential Information to Interleasing promptly upon request by Interleasing.
12 Intellectual Property
12.1 Interleasing is the owner or the licensee of all intellectual property rights in the Interleasing Customer Website and in the material published on it. Those works are protected by copyright laws and by treaties around the world. All such rights are reserved. You acknowledge Interleasing’s status (and the status of any contributor) as author of the material on the Interleasing Customer Website
13.1 We may determine in our absolute discretion, whether there has been a breach of these Terms by you and, in such case, we may take such action as we deem appropriate, including without limitation, terminating your right to use the Interleasing Customer Website.
13.2 The indemnities and confidentiality obligations under these Terms survive termination of your right to use the Interleasing Customer Website.
These Terms and the use of the Interleasing Customer Website are governed by and shall be construed in accordance with the laws of New Zealand and the Customer irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New Zealand.
The Customer shall not assign or otherwise dispose of any right under these Terms without the written consent of Interleasing. Interleasing’s rights under these Terms are assignable.
Authorised Representative means a person nominated by the Customer to have access to, and to operate, the Interleasing Customer Website on behalf of the Customer. The Customer may amend its list of nominated Authorised Representatives by written notice to Interleasing from time to time.
Confidential Information means all information or know how provided by Interleasing to the Customer or its representatives or obtained by them from Interleasing, including the Password, and information about the Interleasing Customer Website, and Interleasing’s other business systems, technology and affairs, but does not include information which is in, or comes into, the public domain other than through a breach of these Terms or which is, or becomes, known to the Customer or its representatives independently of Interleasing.
Customer means the customer who is authorised to use the Interleasing Customer Website.
Driver means a person nominated by the Customer to have access to, and to operate, the Interleasing Customer Website in the manner described in clauses 1.2(c)(d) and (e).
Interleasing means Interleasing (New Zealand) Limited NZBN 9429030930865.
Interleasing Customer Website means Interleasing’s system of that name for generating, sending, receiving, storing or otherwise processing electronic communications between Customers, Drivers and Interleasing in connection with vehicles leased under the Master Agreement between the Customer and Interleasing.
Password means any password allocated by Interleasing to the Customer or Driver.