Terms of Service

1. Agreement to Terms

Redsetta (the "Service") is operated by Kodapro ("Kodapro", "we", "us"). By accessing or using the Service, you agree to be bound by these Terms of Service ("Terms"). If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization. If you do not agree to these Terms, you may not access or use the Service.

These Terms apply to all users of the Service, including organization administrators, managers, and staff members. Our Privacy Policy and Cookie Policy are incorporated into these Terms by reference.

2. Description of Service

Redsetta is a cloud-based timesheet and project management platform that enables professional services organizations to track time, manage projects, generate invoices, and report on billable and non-billable work.

3. Accounts and Registration

3.1 Organization Accounts

The Service is accessed through organization accounts. An organization administrator creates the account and may invite additional users. The administrator is responsible for managing users and ensuring compliance with these Terms within their organization.

3.2 User Accounts

You must provide accurate and complete information when creating an account. You are responsible for maintaining the confidentiality of your login credentials and for all activities under your account. Notify us immediately at [email protected] if you suspect unauthorized access.

3.3 Invitations

Users may only join an organization via an invitation from an administrator. Each user account is associated with a single organization. Invitation links are personal to the invitee and must not be shared.

4. Acceptable Use

You agree not to, and will not permit any user to:

• Use the Service for any unlawful, fraudulent, or deceptive purpose;
• Upload, transmit, or store content that is unlawful, defamatory, obscene, infringing, or that violates any third party's rights (including privacy and intellectual property rights);
• Attempt to gain unauthorized access to other accounts, organizations, systems, or networks connected to the Service;
• Interfere with, degrade, or disrupt the integrity, security, or performance of the Service or any data contained therein;
• Upload or transmit viruses, worms, malicious code, or any other harmful software;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, or algorithms of the Service, except to the extent this restriction is prohibited by applicable law;
• Reproduce, duplicate, copy, resell, sublicense, or otherwise commercially exploit any part of the Service without our prior written consent;
• Use any robot, spider, scraper, or other automated means to access the Service, or to extract or harvest data from the Service, except via interfaces and mechanisms we expressly make available for that purpose;
• Send unsolicited bulk messages, spam, or any communication that violates applicable anti-spam laws;
• Exceed, circumvent, or attempt to circumvent any usage, storage, rate, or API request limits we apply to the Service, or place unreasonable load on the Service; or
• Use the Service to build or train a competing product, or to benchmark the Service for the purpose of publishing comparative performance data without our prior written consent.

We may suspend or limit access to the Service, in whole or in part, if we reasonably believe your use breaches this section and that immediate action is necessary to protect the Service or other users.

5. Data Ownership and Responsibilities

5.1 Your Data

You retain all rights to the data you submit to the Service ("Customer Data"), including time entries, project information, invoices, and employee records. We do not claim ownership of your Customer Data.

5.2 License to Operate

You grant us a limited, non-exclusive, worldwide, royalty-free licence to host, copy, transmit, display, and process your Customer Data solely to provide, secure, and improve the Service and to perform our obligations under these Terms. We may also use aggregated or de-identified data (that does not identify you, any individual, or your organization) to operate, analyze, and improve the Service.

5.3 Data Accuracy

You are responsible for the accuracy and completeness of data entered into the Service, including time entries, billing rates, and invoice details. You are also responsible for ensuring you have all rights, consents, and authorizations required to submit Customer Data to the Service.

5.4 Personal Information and Privacy

Where Customer Data includes personal information, we act as an agency in respect of the limited personal information we collect directly from you (such as account credentials), and otherwise process personal information contained in Customer Data on your behalf and on your instructions to provide the Service. We will handle personal information in accordance with the Privacy Policy and the New Zealand Privacy Act 2020, including its information privacy principles and breach-notification obligations.

If you require a data processing agreement or additional data protection commitments (for example, to satisfy obligations under the GDPR or other non-NZ privacy laws), please contact us at [email protected].

5.5 Hosting Location and Sub-processors

The Service is hosted by third-party infrastructure providers, and Customer Data may be processed and stored outside New Zealand, including in the United States. We engage a limited set of sub-processors (including, as at the date of these Terms, providers of database hosting, file storage, application hosting, payment processing, and transactional email). The current list of categories and providers is set out in the Privacy Policy, which we will update when it changes.

5.6 Data Export and Deletion

During your subscription, you may export core Customer Data (including time entries, expenses, invoices, and employee records) at any time using the export functions we provide.

Following termination or closure of your account, we will make your Customer Data available for export for a period of 30 days in a commonly used, machine-readable format (for example CSV or PDF for invoices and reports). After that period we will delete or irreversibly anonymise your Customer Data within a further 30 days, except where we are required by law to retain it (for example, financial or audit records), in which case we will retain only what is required and only for as long as required.

6. Billing and Payment

Certain features of the Service require a paid subscription. Subscription fees are billed in advance on a monthly or, if offered and selected by you, annual basis, via our payment processor.

Except as required by applicable law (including the New Zealand Consumer Guarantees Act 1993 and the Fair Trading Act 1986 where those Acts apply) or as expressly stated in our refund policy, fees paid are non-refundable. Nothing in these Terms limits or excludes any right or remedy you have under the Consumer Guarantees Act 1993 that cannot lawfully be limited or excluded.

We may change subscription pricing from time to time. We will give you at least 30 days' notice by email or in-product notification of any price change. Price changes take effect at the start of your next billing term — for monthly subscribers, at the start of the next monthly term following the notice period, and for annual subscribers, at the start of the next annual renewal term. Price changes will not apply to any billing term you have already paid for in advance.

If payment is not received by the due date, we may suspend access to paid features (or the Service) after reasonable notice, until outstanding amounts are paid.

7. Intellectual Property

The Service and its original content, features, and functionality (including all software, design, text, graphics, and trade marks, but excluding Customer Data) are owned by Kodapro and are protected by international copyright, trademark, and other intellectual property laws. Our trade marks and trade dress may not be used without our prior written consent.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during your subscription for your internal business purposes.

8. Service Availability

We will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, excluding planned maintenance (which we will endeavour to carry out outside normal New Zealand business hours and to notify you of in advance where practicable) and any unavailability caused by events outside our reasonable control (see clause 14 — Force Majeure).

Except where expressly agreed in a separate written service level agreement, no specific uptime, availability, or response time is committed. Our disclaimer of warranties and limitation of liability in clauses 9 and 10 apply to service availability issues.

9. Disclaimer of Warranties

To the maximum extent permitted by law, the Service is provided "as is" and "as available" without warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or secure, or that defects will be corrected.

Where you acquire the Service for the purposes of a business, as permitted by section 43 of the Consumer Guarantees Act 1993 and section 5D of the Fair Trading Act 1986, you agree that the guarantees in the Consumer Guarantees Act 1993 and the representations and warranties in sections 9, 12A, 13, and 14(1) of the Fair Trading Act 1986 do not apply to the Service, and that it is fair and reasonable for you and us to be bound by this provision. Nothing in these Terms excludes or limits any statutory right you have as a consumer that cannot lawfully be excluded or limited.

10. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Kodapro, its owner, employees, or agents be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, goodwill, data, or business opportunity, however caused, arising from or relating to the Service or these Terms.

Our total aggregate liability for any and all claims arising from or relating to the Service or these Terms (whether in contract, tort, equity, or otherwise) shall not exceed the greater of: (a) the total fees you paid us for the Service in the twelve (12) months immediately preceding the event giving rise to the claim; or (b) NZ$100.

Nothing in these Terms limits liability for fraud, wilful misconduct, or any liability that cannot lawfully be limited.

11. Your Indemnity

You will defend, indemnify, and hold harmless Kodapro and its owner, employees, and agents from and against any third-party claim, and any resulting losses, damages, costs, and reasonable legal fees, arising out of or relating to: (a) Customer Data, or any claim that Customer Data infringes a third party's rights or violates applicable law; or (b) your or your users' use of the Service in breach of these Terms or applicable law.

12. Termination

12.1 Termination by you

You may terminate your subscription and close your account at any time from within the Service or by contacting support. Termination takes effect at the end of the then-current paid billing term, unless these Terms expressly provide otherwise.

12.2 Termination by us

We may terminate or suspend your access to the Service for material breach of these Terms, where:

• the breach is not capable of remedy, or consists of non-payment, use in breach of clause 4 (Acceptable Use), or any use that we reasonably consider creates a legal, security, or operational risk to the Service or other customers, in which case we may terminate or suspend immediately; or
• for any other material breach, we give you written notice describing the breach and you fail to remedy it within 30 days of that notice.

We may also terminate your subscription on not less than 30 days' written notice if we permanently cease to provide the Service, in which case we will refund any fees prepaid for the unused portion of your then-current billing term.

12.3 Effect of termination

On termination, your right to use the Service ceases immediately. Clauses that by their nature are intended to survive termination (including clauses 5.1, 5.4–5.6, 7, 9, 10, 11, 15, and 16) survive. Data export and deletion following termination are dealt with in clause 5.6.

13. Changes to Terms

We may update these Terms from time to time. For any change that we reasonably consider material and adverse to you, we will give you at least 30 days' advance notice by email or in-product notification before the change takes effect, and we will update the "Last updated" date at the top of this page. Non-material changes (for example, clarifications, typographical corrections, or changes to the list of sub-processors) may take effect immediately upon posting.

If you do not agree to a material change, you may terminate your subscription before the change takes effect by notifying us in writing, and we will refund any fees prepaid for the unused portion of your then-current billing term. Your continued use of the Service after a material change takes effect constitutes acceptance of the revised Terms.

14. Force Majeure

Neither party is liable for any failure or delay in performing its obligations under these Terms (other than obligations to pay) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics or pandemics, acts of war or terrorism, civil disturbance, labour disputes, power or telecommunications outages, failures of third-party networks or infrastructure, acts of government, or denial-of-service attacks. The affected party will use reasonable efforts to mitigate the impact of the event.

15. Governing Law and Jurisdiction

These Terms are governed by, and construed in accordance with, the laws of New Zealand, without regard to its conflict of law provisions. You and we submit to the exclusive jurisdiction of the courts of New Zealand in respect of any dispute arising out of or in connection with these Terms or the Service.

16. General

16.1 Entire agreement

These Terms, together with the Privacy Policy, Cookie Policy, and any order form or written agreement signed by us referring to these Terms, constitute the entire agreement between you and us relating to the Service and supersede all prior discussions, representations, and agreements on that subject matter.

16.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, it will be modified to the minimum extent necessary to make it valid and enforceable, or if that is not possible, severed, and the remaining provisions will continue in full force and effect.

16.3 Waiver

A failure or delay by either party to exercise any right under these Terms does not waive that right. Any waiver must be in writing to be effective.

16.4 Assignment

You may not assign, transfer, or sub-contract your rights or obligations under these Terms without our prior written consent. We may assign or novate these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets, on written notice to you.

16.5 No partnership

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and us.

16.6 Notices

We may give notices under these Terms by email to the email address associated with your account or by in-product notification. You may give notices to us by email to [email protected].

17. Contact Us

If you have questions about these Terms, please contact us at [email protected].