These Terms apply to your use of the RescueMetrics Service. By accessing and using the Service:
If you do not agree to these Terms, you are not authorised to access and use the Service, and you must immediately stop doing so.
If the processing of Data (as defined below) is governed by the GDPR (as defined below), the additional terms in the Data Processing Addendum (as defined below) also form part of these Terms.
We may change these Terms at any time by updating them on the Website. Unless stated otherwise, any change takes effect immediately. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use the Service, you agree to be bound by the changed Terms.
We may change, suspend, discontinue, or restrict access to, the Service without notice or liability.
Terms and Conditions last updated: These Terms were last updated on 13 August 2021.
Base Subscription Fee means the base monthly subscription fee set out in the Order Form
Data means content, data, and information (including personal information) that is owned, held, used or created by you or on your behalf, and that is then stored, transmitted via, input into or displayed via the Service
Data Processing Addendum means the data processing addendum to these Terms
End User means an end user who visits, interacts or purchases something from your website or platform whose Data may be collected by us on an anonymous basis when you use the Service
Fees means the fees payable by you to us in respect of the Service as set out on our Order Form at the time of subscription to the Service (plus Sales Tax) and includes the Base Subscription Fee
Force Majeure means an event that is beyond the reasonable control of a party, excluding:
GDPR means the General Data Protection Regulation of the European Union
Intellectual Property Rights includes copyright and all rights anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property
Loss includes loss of profits, savings, revenue or data, and any other claim, damage, loss, liability and cost, including legal costs on a solicitor and own client basis
Objectionable includes being objectionable, defamatory, obscene, harassing, threatening or unlawful in any way
Order Form means the order form setting out the Service as agreed between you and us prior to the Start Date
Personal information means information about an identifiable, living person, and includes personal data, personally identifiable information and equivalent information under applicable privacy and data protection laws
Sales Tax means sales tax, goods and services tax, value added tax or equivalent tax payable under any applicable law
Service means the provision of the RescueMetrics platform as further described on the Website, as the Website is updated from time to time
Start Date means the date that you set up an account
Terms means these terms and conditions titled RescueMetrics Terms and Conditions including, if the processing of Data is governed by the GDPR, the Data Processing Addendum
Underlying Systems means the IT solutions, systems and networks (including software and hardware) used to provide the Service, including any third party solutions, systems and networks
User ID means a unique name and/or password allocated to you to allow you to access the Service
We, us or our means RescueMetrics Limited, NZBN 9429048557504;
Website means https://dashboard.rescuemetrics.com
You means you or, if clause 1.2c applies, both you and the other person on whose behalf you are acting
We provide a software platform which protects website and campaign tracking setups from common and uncommon tracking prevention technologies.
We will use reasonable efforts to provide the Service:
Our provision of the Service to you is non-exclusive. Nothing in these Terms prevents us from providing the Service to any other person.
Subject to clause 4.5, we will use reasonable efforts to ensure the Service is available on a 24/7 basis. However, it is possible that on occasion the Service may be unavailable to permit maintenance or other development activity to take place, or due to an event that is beyond our reasonable control. We will use reasonable efforts to publish on the Website advance details of any unavailability.
Through the use of web services and APIs, the Service may interact with a range of third party service features. We do not make any warranty or representation on the availability or performance of those features. Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make available that feature to you. To avoid doubt, if we exercise our right to cease the availability of a third party feature, you are not entitled to any refund, discount or other compensation.
You must provide true, current and complete information in your dealings with us (including when setting up an account), and must promptly update that information as required so that the information remains true, current and complete.
You must keep your User ID secure and:
When accessing and using the Service, you must:
You are responsible for procuring all licences, authorisations and consents required for you to access and use the Service, including to use, store and input Data into the Service.
You indemnify us against all Loss we suffer or incur as a direct or indirect result of:
Trial period: Where you elect to access and use the Service for a trial period, then these Terms apply except to the extent varied in this clause 6.
Limited period: We will provide the Service to you for a trial period of 3 weeks from the Start Date (Trial Period).
As is basis: The Service is provided to you during the Trial Period on an as is basis, and, despite any other provisions in these Terms, all conditions, warranties, guarantees and indemnities in relation to the Service are excluded by us to the fullest extent permitted by law.
Fees: No Fees are payable for your access and use of the Service during the Trial Period. You will automatically be transferred to the paid version of the Service at the expiry of the Trial Period allowing you to continue to access and use the Service. You will be billed in accordance with clause 7 each month from the expiry of the Trial Period.
No obligation: Nothing in these Terms imposes any obligation:
You must pay us the Fees.
You will provide us with valid and up to date credit card information. If you provide credit card information to us, you authorise us to charge such credit card the Fees for all Services listed in the Order Form for each month you use the Services.
If you terminate your subscription during any month you use the Services in accordance with clause 14.1, you will be charged:
The Fees will be:
We will provide you with valid Sales Tax invoices on a monthly basis prior to the date your credit card will be charged.
Unless you terminate your subscription in accordance with clause 14.1, your subscription will automatically renew.
The Fees exclude Sales Tax, which you must pay on taxable supplies.
We may, by giving at least 30 days’ notice, increase the Fees from time to time. We will notify you of any increase and the effective date of the increase by emailing you at the email contact address that you have most recently supplied to us. If you do not wish to pay the increased Fees, you may remove your account and terminate your right to use the Service on no less than 10 days’ notice, provided the notice is received by us before the effective date of the Fee increase. If you do not terminate your account and your right to access and use the Service in accordance with this clause before the effective date of the increase, you are deemed to have accepted the increased Fees.
You acknowledge that we may use Data for our internal research, analytical and product development purposes, to conduct statistical analysis and identify trends and insights (on an anonymised and aggregated basis) and for our internal reporting requirements (and these rights will survive termination and expiration of these Terms).
You acknowledge and agree that to the extent Data contains personal information, in collecting, holding and processing that information through the Service, we are acting as your agent for the purposes of the Privacy Act 2020 (New Zealand) and any other applicable privacy law and as the data processor for th purposes of the GDPR. If the GDPR applies, the additional terms in the Data Processing Addendum also form part of these Terms. You must ensure you have obtained all necessary consents for us to access, collect, hold, process and distribute the Data as described in these Terms and, if applicable, the Data Processing Addendum.
While we will take standard industry measures to back up all Data stored using the Service, you agree to keep a separate back-up copy of all Data uploaded to the Service.
You agree that we may store Data (including any Personal Information) in secure servers in the United States of America and may access that Data (including Personal Information) in the United States of America and New Zealand from time to time.
You indemnify us against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable, incorrect or misleading.
You acknowledge that:
Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains your property. Subject to the Data Processing Addendum (if applicable), you grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms. You must arrange all consents and approvals that are necessary for us to access the Data as described in clause 9.1.
Other than the Data, we (and our licensors) own all proprietary and intellectual property rights in the Service and the Underlying Systems, including all information, data, text, graphics, artwork, photographs, trade marks, logos, icons, sound recordings, videos and look and feel, and including any modification, enhancement or derivative work of any of the foregoing.
To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable and perpetual licence to use for our own business purposes, any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of the Services.
If you provide us with ideas, comments or suggestions relating to the Service or Underlying Systems (together feedback):
You acknowledge that the Service may link to third party websites that are connected or relevant to the Service. Any link from the Service does not imply that we endorse, approve or recommend, or have responsibility for, those websites or their content or operators. To the maximum extent permitted by law, we exclude all responsibility or liability for those websites.
Each party must, unless it has the prior written consent of the other party:
The obligation of confidentiality in clause 10.1a does not apply to any disclosure or use of Confidential Information:
Each party warrants that it has full power and authority to enter into, and perform its obligations under, these Terms.
To the maximum extent permitted by law:
You agree and represent that you are acquiring the Service, and accepting these Terms, for the purpose of trade. The parties agree that:
Where legislation or rule of law implies into these Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms. However, our liability for any breach of that condition or warranty is limited, at our option to:
To the maximum extent permitted by law:
To the maximum extent permitted by law and only to the extent clause 13.1 of these Terms does not apply:
Clause 13.2 does not apply to limit:
Unless terminated under this clause 14, these Terms and your right to access and use the Service:
start on the Start Date; and
Either party may, by notice to the other party, immediately terminate these Terms and your right to access and use the Service if the other party:
Termination of these Terms does not affect either party’s rights and obligations that accrued before that termination.
On termination of these Terms, you must pay all Fees for the provision of the Service prior to that termination.
Clauses which, by their nature, are intended to survive termination of your right to access and use the Service, including clauses 5 to 13, 14.3, 14.4 and 15.2.
Subject to clause 14.5, no compensation is payable by us to you as a result of termination of these Terms for whatever reason, and you will not be entitled to a refund of any amount that you have already paid to us.
Without limiting any other right or remedy available, we may restrict or suspend your access to the Service if we consider you have:
If we need to contact you, we may do so by email or by posting a notice on the Service. You agree that this satisfies all legal requirements in relation to written communications.
These Terms, and any dispute relating to these Terms or the Service, are governed by and must be interpreted in accordance with the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with these Terms or the Service.
Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure, provided that the affected party:
You may not assign, novate, subcontract or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld. You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer.
No person other than us and you has any right to a benefit under, or to enforce, these Terms.
Subject to clauses 2.1 and 7.7, any variation to these Terms must be in writing and signed by both parties.
For us to waive a right under these Terms, that waiver must be in writing and signed by us.
If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If a modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.
These Terms set out everything relating to your access and use of the Service and supersede and cancel anything discussed, exchanged or agreed prior to you agreeing to these Terms. The parties have not relied on any representation, warranty or agreement relating to the Service that is not expressly set out in the Terms, and no such representation, warranty or agreement has any effect from the date you agree to these Terms.
Subject to clause 1.3, this Data Processing Addendum (Addendum) applies if the Processing (as defined below) of Data (as defined in our Terms and Conditions at https://www.rescuemetrics.com/documents/terms-of-service (Terms)) is governed by the GDPR (as defined below).
If this Addendum applies, this Addendum forms part of the Terms between us and you (as defined in the Terms) and sets out the parties’ agreement in relation to the processing of Data in accordance with the requirements of European Union data protection laws and regulations.
We are located in New Zealand, which the European Commission has determined adequate protection within the meaning of Article 45 of the GDPR.
Except as varied in this Addendum all terms and conditions set out in the Terms continue to apply.
Unless the context requires otherwise:
In this Addendum:
If there is any conflict between any of the following, they will have precedence in the descending order of priority set out below:
3.1 With respect to the Processing of Personal Data under the Terms:
a. you act as the Data Controller;
b. we act as the Data Processor; and
c. subject to clause 6, we may engage the Sub-Processors listed in Schedule 2.
3.2 We will comply with all Applicable Data Protection Laws that apply to our Processing of Personal Data on your behalf, including all EU Data Protection Laws that apply to Data Processors.
3.3 You must, when using the Service, comply with all Applicable Data Protection Laws that apply to your Processing of Personal Data, including all EU Data Protection Laws that apply to Data Controllers.
3.4 You instruct us to Process Personal Data and in particular, subject to clause 6, transfer Personal Data to any country or territory:
a. as reasonably necessary to provide the Service in accordance with the Terms;
b. as initiated through the use of the Service by you, your Personnel and other end users you allow to use the Service; and
c. to comply with any further instruction from you (including by email or through our support channels) that is consistent with the Terms and this Addendum.
3.5 This Addendum and the Terms are your complete and final instructions for the Processing of Personal Data as at the time this Addendum takes effect. Any additional or alternate instructions must be agreed between us and you separately in writing.
3.6 We will not Process Personal Data other than on your Instructions unless required by any law to which we are subject, in which case we will to the extent permitted by applicable law inform you of that legal requirement before we Process that Personal Data.
3.7 As required by article 28(3) of the GDPR (and, if applicable, equivalent requirements of other Applicable Data Protection Laws), the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this Addendum are set out in Schedule 1. We may amend Schedule 1 from time to time on written notice to you as we reasonably consider necessary to meet the requirements of the GDPR (and applicable equivalent requirements of other Applicable Data Protection Laws).
3.8 The duration of Processing is limited to the duration of the Terms. Our obligations in relation to Processing will continue until the Personal Data has been properly deleted or returned to you in accordance with clause 11 of this Addendum.
3.9 You are solely responsible for ensuring that your Instructions comply with Applicable Data Protection Laws. It is also your responsibility to enter into data processing agreements with other relevant Data Controllers in order to allow us and our Sub-Processors to Process Personal Data in accordance with this Addendum.
3.10 If, in our reasonable opinion, an Instruction infringes Applicable Data Protection Laws, we will notify you as soon as reasonably practicable.
4.1 To the extent permitted by law, we will notify you promptly if we receive a request from a Data Subject to exercise the Data Subject’s rights under Applicable Data Protection Laws relating to any Personal Data (Data Subject Request).
4.2 Taking into account the nature of the Processing, we will assist you by implementing appropriate technical and organisational measures, to the extent possible, to fulfil your obligation to respond to a Data Subject Request under Applicable Data Protection Laws.
4.3 To the extent you do not have the ability to address a Data Subject Request, we will, on your written request, provide reasonable assistance in accordance with Applicable Data Protection Laws to facilitate that Data Subject Request. You will reimburse us for the costs arising from this assistance.
4.4 We will not respond to a Data Subject Request except on your written request or if required by applicable law.
5.1 We will:
a. take reasonable steps to ensure the reliability of any of our Personnel engaged in the Processing of Personal Data;
b. ensure that access to Personal Data is limited to our Personnel who require that access as strictly necessary for the purposes of exercising our rights and performing our obligations under the Terms;
c. ensure that our Personnel engaged in Processing Personal Data are subject to confidentiality undertakings or professional or statutory obligations of confidentiality; and
d. ensure that our Personnel engaged in Processing Personal Data are informed of the confidential nature of the Personal Data and receive appropriate training on their responsibilities.
5.2 We have appointed a data protection officer who can be contacted at email@example.com.
6.1 You acknowledge and agree that we may engage third party Sub-Processors in connection with the provision of the Service.
6.2 We have entered into (and will, for any new Sub-Processor, enter into) written agreements with each Sub-Processor containing data protection obligations which offer at least the same level of protection for Personal Data as set out in this Addendum and that meet the requirements of Article 28(3) of the GDPR, as applicable to the nature of the services provided by that Sub-Processor.
6.3 You may request copies of our written agreements with Sub-Processors (which may be redacted to remove confidential information not relevant to this Addendum).
6.4 A list of current Sub-Processors for the Service as at 27/04/2021 is set out in Schedule 2. We may update the list of Sub-Processors from time to time and, subject to clause 6.5, we will give at least 30 days’ written notice of any new Sub-Processor.
6.5 We may engage Sub-Processors as needed to serve as an Emergency Replacement to maintain and support the Service. Emergency Replacement means a sudden replacement of a Sub-Processor where a change is outside our reasonable control. In this case, we will inform you of the replacement Sub-Processor as soon as reasonably practicable.
6.6 If you object to any new Sub-Processor, you may, despite anything to the contrary in the Terms, terminate these Terms and your right to access and use the Service without penalty on written notice, provided (in the case of a new Sub-Processor notified under clause 6.4) your notice of termination is received by us before the effective date of our notice under clause 6.4 or (in the case of a new Sub-Processor notified under clause 6.5) your notice of termination is received by us within 30 days of our notice of the new Sub-Processor. If you do not terminate these Terms and your right to access and use the Service in accordance with this clause, you are deemed to have agreed to the new Sub-Processor.
6.7 We are liable for the acts and omissions of our Sub-Processors to the same extent we would be liable if performing the services of each Sub-Processor directly under the terms of this Addendum, except as otherwise set out in this Addendum.
We will maintain technical and organisational measures to protect the confidentiality, integrity and security of Personal Data (including protection against unauthorised or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorised disclosure of, or access to, Personal Data), and to manage data security incidents affecting Personal Data, in accordance with Applicable Data Protection Laws.
8.1 We will comply with all applicable laws requiring notification to you of any accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data Processed by us or our Sub-Processors of which we become aware (Breach Incident).
8.2 We will make reasonable efforts to identify the cause of that Breach Incident, notify you within a timely manner to allow you to meet your obligations to report a Breach Incident, and take steps we consider necessary and reasonable to remediate the cause of the Breach Incident, to the extent remediation is within our reasonable control.
Upon your written request, we will submit to your audits and inspections, and provide you all information necessary, to demonstrate that both you and we are complying with our respective obligations under Applicable Data Protection Laws (including our respective obligations under Article 28 of the GDPR).
Upon your written request, we will provide you with reasonable assistance needed to fulfil your obligation under the GDPR to carry out a data protection impact assessment relating to your use of the Service, to the extent you do not otherwise have access to the relevant information.
11.1 Subject to clauses 11.2 and 11.3, following termination of the Terms we will delete all Personal Data within a reasonable period from termination of the Terms.
11.2 Subject to clause 11.3, you may submit a written request to us within 10 working days of the termination of the Terms requiring us, within 20 working days of your written request, to:
a. return a complete copy of all Personal Data by secure file transfer in a common format; and
b. delete all other copies of Personal Data Processed by us or any Sub-Processor.
11.3 We, or each Sub-Processor, may retain Personal Data to the extent that it is required by applicable laws, provided that we ensure the confidentiality of all such Personal Data and ensure that such Data is only processed as necessary for the purposes required under applicable laws requiring its Processing and for no other purpose.
11.4 If we cannot delete all Personal Data due to technical reasons, we will inform you as soon as reasonably practicable and will take reasonably necessary steps to:
a. come as close as possible to a complete and permanent deletion of the Personal Data;
b. fully and effectively anonymise the remaining data; and
c. make the remaining Personal Data which is not deleted or effectively anonymised unavailable for future Processing.
12.1 We may on at least 30 days' written notice to you from time to time, make any variations to this Addendum, which we consider (acting reasonable) are required as a result of any change in, or decision of a competent authority under, Applicable Data Protection Law, to allow transfers and Processing of Personal Data to continue without breach of Applicable Data Protection Law.
12.2 If you object to any variation under clause 12.1, you may, despite anything to the contrary in the Terms, terminate these Terms and your right to access and use the Service without penalty on written notice, provided your notice of termination is received by us before the effective date of our notice. If you do not terminate these Terms and your right to access and use the Service in accordance with this clause, you are deemed to have agreed to the variation.
The liability of each party to the other party under or in connection with this Addendum is subject to the limitations and exclusions set out in the Terms, and any reference in the Terms to the liability of a party means the aggregate liability of that party under the Terms and this Addendum together.
If any provision of this Addendum is, or becomes unenforceable, illegal or invalid for any reason, the relevant provision is deemed to be varied to the extent necessary to remedy the unenforceability, illegality or invalidity. If variation is not possible, the provision must be treated as severed from this Addendum without affecting any other provisions of this Addendum.
DETAILS OF PROCESSING
Nature and Purpose of Processing
We will Process Personal Data as necessary to provide the Service in accordance with the Terms, as further specified in our online documentation relating to the Service, and as further instructed by you and your Personnel and other end users you allow to use the Service through the use of the Service.
Duration of Processing
Subject to clause 11 of this Addendum, we will Process Personal Data for the duration of the Terms, unless otherwise agreed upon in writing.
Categories of Data Subjects
You may submit Personal Data to the Service, the extent of which is determined and controlled by you in your sole discretion, and which may include, but is not limited to, Personal Data relating to the following categories of data subjects:
Type of Data
You may submit Personal Data to the Service, the extent of which is determined and controlled by you in your sole discretion, and which may include, but is not limited to, the following categories of personal data:
LIST OF SUB-PROCESSORS AS AT 27 APRIL 2021
Vendor: Amazon Web Services (AWS)
Purpose: Database and hosting
Location: United States
Purpose: Sales CRM
Location: United States
Purpose: Customer Data Infrastructure
Location: United States
Purpose: Customer Data Infrastructure
Location: United States
Purpose: Identity Management
Location: United States
Purpose: Payment Processing
Location: United States
Purpose: Accounting Service
Location: United States
Vendor: Google Workspace (Google Calendar, Google Contacts)
Purpose: Cloud services
Location: United States
Vendor: Google Analytics
Purpose: Website analytics
Location: United States
Purpose: Sales tax compliance
Location: United States / Ireland