The following are the Terms of service under which OSL Software Ltd (hereafter called OSL) provides a subscription The Client to its services.


TABLE OF CONTENTS

Acceptance

By accessing or using the OSL services means accepting these Terms & Conditions

Subscription fees

  • The Client agrees to pay the subscription fees as set out in the schedule of fees.
  • The subscription fee is payable on the 1st day of each month for the current month. 
  • The subscription fee may be reviewed from time to time, a notice period of one calendar month will apply to any increase in the service fees. 
  • If any fees during the course of this agreement become overdue then OSL may restrict The Clients’ access to any of the services provided by OSL until all overdue fees are paid. 
  • All fees are quoted exclusive of GST and in local currency. 

Set-Up fees

The client agrees to pay the set-up/establishment fees as set out in the schedule of fees. 

Term

A minimum period of 12 calendar months thereafter a minimum of 3 calendar months. Access to the services granted under this agreement shall continue until the agreement has been terminated under the Termination clause. 

Security and Password

It is your sole responsibility to maintain the confidentiality of your password and account. If you forget your password we will send you a link to let you reset it.

Your account may only be used by one person – a single user account shared by multiple people is not permitted. You may not transfer your account to anyone else. We reserve the right to immediately terminate your account if you do transfer or share your account.

Training & Support

  • Support is available via 
  • Online help
  • Email the OSL help desk
  • Workbooks
  • Training videos

User Content: Responsibility and Ownership

The Client is responsible for all content posted and activity that occurs under your account. This means that you need to ensure that all of the content posted on OSL complies with all applicable laws and regulations, including copyright law. OSL does not pre-screen content to ensure compliance, but we do have the right (but not the obligation) to refuse or remove any content that is available via the service, at our sole discretion.

Our commitment to you 

We will always exercise reasonable care and skill to ensure that The Client has access to the services on 24 hours per 7 day basis. 

  • Do our best to ensure that the Services are reliable and operate free of faults (although we do not guarantee that the Services will be continuous or fault free); and ensure that all work that we perform in connection with the provision of the Services is carried out by competent and suitably qualified personnel and in a professional manner. 
  • From time to time without notice access to the services may be disrupted or limited. During such interruption OSL shall use its best reasonable endeavors to restore access as soon as reasonably practicable. 
  • OSL does not warrant that access to the services will be available at any given time, uninterrupted or error free as access may be subject to the temporary failure of third-party suppliers. 
  • OSL makes no claims as to the means of accessing the services by a third party carrier, nor any claim concerning the capacity of The Client’s local area network or computers or other means of connectivity to OSL’s network. 

Breach of Terms

If you breach any of the terms and conditions your subscription may be terminated. We may immediately deactivate your account and prevent access to all of your data, including content that you have published for public use, without prior notice or liability to you. This has never happened, and we hope it stays that way.

If you think we removed your access by mistake get in touch and we’ll give you our reasoning. We also have a quick way to restore your data.

Registration Data and Privacy

To access our services you will be required to register an account and password. You must provide your full name, a valid email address, and any other information requested in order to complete the registration process. The information we obtain through your use of OSL, including your registration data, is subject to our Privacy Policy.

Acknowledge 

OSL may display on its website that The Client is a subscriber to its services.

Warranties

To the maximum extent permitted by law, we provide the services as is. That means we don’t provide warranties of any kind, either express or implied, including but not limited to warranties of merchantability and fitness for a particular purpose. Since people use our services for a variety of reasons, we can’t guarantee that it will meet your specific needs. The service provided by OSL is on an ‘as is and ‘as available’ basis. We do not guarantee and are not liable for any failure to access or store your data at any time. Like all cloud-based applications, we are vulnerable to the inherent unreliability of the internet. However, we do pride ourselves on reliability. We use robust, redundant, and reliable systems.

Limitation of Liability

To the maximum extent permitted by law, you assume full responsibility for any loss that results from your use of our services, including any downloads from the Website. OSL won’t be liable for any indirect, punitive, special, or consequential damages under any circumstances, even if they’re based on negligence or we’ve been advised of the possibility of those damages. Our total liability for all claims made about our services in any month will be no more than what you paid us for the Service the month before.

Refund Policy

There is no refund or credit for any unused portion of your subscription.

Data ownership

The Client shall at all times during the course of this agreement be the owner of the data, images and PDF files entered by the client. All data, images and or PDF files stored by OSL is stored entirely at your risk. Expressly excluded from this clause is any data automatically generated by the software. These records only include publicly available listing information.

OSL may provide a subset of your data to third parties at your request.

Data Backup

OSL will use its own backup procedures to backup the data. The data is backed up on a best endeavor's basis. A daily snapshot of the data is maintained in a separate location.

Copy of your data

You may request a copy of your data to be made available digitally to you at the charges available upon request. The data described in this clause is of your own data and is supplied in the OSL proprietary format and is for backup purposes only.

Cancellation

You are solely responsible for properly cancelling your subscription. You must provide a written request to cancel your subscription, via email is fine. As soon as we receive your notice we will acknowledge your notice to cancel.

If you cancel your subscription OSL will maintain your content for one month, so if you reactivate your account your content will be as you left it. OSL may but delete all of your content one month after your subscription is cancelled. OSL may, at our sole discretion, terminate or suspend your access to all or part of OSL without prior notice or liability to you.

  • The client may cancel this agreement after 12 months by giving 3 months’ notice in writing to the other party. 
  • The notice shall commence from the 1st day of the ensuing month of receipt of notice.

Upon Notice be given;

1./ Any account in arrears is required to be brought up to date upon notice being given.

2./ A final invoice for the notice period and any outstanding fees will be generated and payment is required within 7 days.


If The Client commits any breach of any term of this agreement and (in the case of a breach capable of being remedied) fails, within 30 days after the receipt of a request in writing from OSL so to do, to remedy the breach (such request to contain a warning of OSL’s intention to terminate) OSL may terminate or reduce the available services on giving written notice.

A breach includes the failure for The Client to keep their subscription account current.

Either party hereto may terminate the subscription upon the happening of any of the following events:

  • The other party commits any act of bankruptcy or insolvency or a petition is presented for the bankruptcy or winding up of the other or a resolution is passed for the winding up of the other otherwise than for the purposes of amalgamation or reconstruction.
  • The other party enters a compromise or an arrangement with creditors or a receiver or official manager of the other party or of its assets is appointed.

Data extract

Upon notice to cancel being given The Client may request in writing a copy of The Clients data

  • The data is described as information entered by the client into the database, all images uploaded by the client and all saved PDF files created by the client in the program.
  • The Data will be supplied in a generic CSV file format, low resolution images together with any PDF files.
  • There is a fee payable by the Client for the data extract, this fee is required to be paid prior to the data extract being made.

Survival of Terms and Conditions

Any termination of this agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

Governing Law and Jurisdiction

The OSL service (excluding any linked sites) is controlled by us from our offices in Auckland, New Zealand. As users are from all around the world and may differ from those laws in New Zealand, by accessing OSL you agree that all matters related to the use of OSL shall be governed by the statutes and laws of the New Zealand, without regard to the conflicts of laws principles thereof.

You also agree and hereby submit to the exclusive personal jurisdiction and venue any court of competent jurisdiction within the New Zealand with respect to such matters.

General

These terms constitute the entire agreement between you and OSL with respect to your access and use of OSL, superseding any prior agreements between us (including any prior versions of these terms).

The failure of OSL to enforce or exercise any right or provision of these terms of service shall not constitute a waiver of that right or provision.


Interpretation

In this agreement, the following words and expressions shall have the following meanings: 

  • Subscription Fee - means the fee payable by The Client for the use and support of the services. 
  • Set-up - means installation enabling access to the software and setup of the Clients account. 
  • Images - means all of The Client’s images for listings that has been entered into the system using the services provided by The Client. 
  • OSL - means OSL Software Limited and includes its successors and/or permitted assigns. 
  • Persons - words importing persons shall also include firms, companies, corporations, unincorporated bodies and organizations constituted or refurbished by statutes. ‘Schedule of Fees’ the schedule of fees outlines the various charges for the services provided in this agreement. 
  • Services - means the services and includes the computer programs developed for the real estate industry, Including but not limited to OSL Office, OSL Commercial, OSL Business, OSL Agent Live together with associated websites and documentation and includes any upgrades or new releases of the software and or websites. 
  • System Maintenance - means ongoing maintenance by OSL to maintain the current functionality of the services. 
  • The Client - includes any employee of the company or real estate employee of the company or person paying for the services.


July 2023


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