Auckland Time Systems Ltd (TimeLab) is the authorised New Zealand reseller and service provider for the Noahface Service (also referred to as “the Service”).
TimeLab is not the developer or owner of NoahFace but is licensed to resell, distribute, and provide support services for the Service within New Zealand.
The client, a company or individual entering into this agreement with TimeLab for the procurement and use of the NoahFace Service and related support services.
Noah Facial Recognition Pty Ltd, is an Australian company that owns develops, and maintains the NoahFace service. Noah Facial Recognition Pty Ltd is not a party to this agreement but is referenced for clarity regarding the origin and ownership of the Service.
Auckland Time Systems Ltd (TimeLab) will act as the primary point of contact for the client in New Zealand, offering resale, implementation, support, and maintenance services for NoahFace in New Zealand.
The client acknowledges that TimeLab is an authorised reseller and support provider of the NoahFace Service in New Zealand and not the original developer or owner of the Service.
Noah Facial Recognition Pty Ltd will be defined according to the NoahFace Terms of Use, Privacy Policy, to which the client must agree separately.
This Master Service Agreement (“Agreement”) becomes effective on the date it is executed by both parties and shall remain in effect until terminated in accordance with the termination provisions outlined herein.
The NoahFace Service is offered on either a monthly or annual plan, as detailed in the Order Form. Each plan shall specify the services included, and fees applicable, and other terms of service.
Services under monthly plans commence on the start date specified in the Order Form and continue on a month-to-month basis. Either party may terminate the monthly plan by providing written notice at least 30 days before the next billing cycle.
Services under annual plans commence on the start date specified in the Order Form and continue for a 12-month period. Annual plans shall automatically renew for subsequent 12-month periods unless either party gives written notice of non-renewal at least 30 days before the end of the current term.
This Agreement serves as the foundation contract for any future Order Forms executed between TimeLab and the client for the NoahFace Service and related support services. Each Order Form shall specify its respective term, fees and termination conditions.
This Agreement may be amended, modified, or renewed only by written agreement of both parties. Individual Order Forms may be amended or renewed in writing, adhering to the amendment procedures specified in this agreement.
TimeLab will invoice the client monthly or annually, depending on the chosen plan, as outlined in the respective Order Form.
All invoices are due and payable within 30 days following the invoice date.
If payment is not received within 60 days post-invoice, the client’s account may be suspended, limiting administrative access while retaining staff’s clock-in/out abilities. Full access is restored upon payment receipt
In the event of subsequent non-payment, TimeLab reserves the right, at its sole discretion, to terminate the client’s account. The client will be notified in writing of any such termination with at least 30 days notice.
TimeLab cannot be held liable for any loss or damage arising directly or indirectly from the client’s failure to comply with the payment terms and conditions. The client acknowledges that it is their responsibility to ensure timely payments to maintain uninterrupted access to the Service.
In case of account termination due to non-payment, reactivation may be subjected to additional fees and conditions as deemed necessary by TimeLab.
All fees are non-refundable.
Requests for refunds in extraordinary circumstances may be made but acceptance will be entirely at the discretion of TimeLab.
By engaging with the Service, the client acknowledges and agrees to these payment terms and conditions and understands the actions TimeLab may take in the event of late or non-payment.
TimeLab, as the authorised reseller and support provider of the NoahFace Service in New Zealand, shall provide the client with:
The client is granted access to the Service based on the selected monthly or annual plan, as detailed in the corresponding Order Form.
The fees cover access to and support for the Service; the client acknowledges that NoahFace is a BYOD (Bring Your Own Device) solution.
TimeLab will offer support and maintenance services to ensure the optimal performance of the NoahFace Service for the client. Support is limited to the NoahFace app and does not extend to hardware issues beyond the app’s functionality on the device.
The client will receive ongoing updates to the NoahFace Service as part of the support and maintenance provided by TimeLab, ensuring access to the latest features, improvements, and security enhancements.
Any customisations, modifications, or additional features requested beyond the standard functionalities of the NoahFace Service may be subject to additional fees and are dependent upon the approval and capabilities of Noah Facial Recognition Pty Ltd.
Integrations with third party services or applications are not guaranteed unless listed on the TimeLab website.
The client is responsible for the accuracy, quality, and legality of the data they provide and the means by which they acquired the data.
The client shall use the NoahFace Service in compliance with the applicable laws and regulations and the NoahFace Terms of Use and Privacy Policy.
Noah Facial Recognition Pty Ltd Obligations
TimeLab is not responsible for the development, modification, or direct support of the NoahFace Service software. All such responsibilities are solely borne by Noah Facial Recognition Pty Ltd, the Australian company that owns and develops the Service.
Any services not expressly stated in the Order Form are excluded from this Agreement unless mutually agreed upon in writing by both parties.
The client acknowledges that while support is provided for the NoahFace app, TimeLab’s support does not extend to the client’s own devices’ hardware issues, unless that are directly related to the app’s functionality.
Service offerings may be amended from time to time, subject to mutual agreement between TimeLab and the client and in adherence to the procedures and constraints outlined in the reseller agreement between TimeLab and Noah Facial Recognition Pty Ltd.
We make the best possible efforts to ensure the availability of the NoahFace Service.
However, it is important for clients to understand that the nature of the Service and the involvement of Noah Facial Recognition Pty Ltd as the Software Owner places certain constraints on our control.
TimeLab cannot take responsibility for system unavailability or any resulting loss incurred due to the Service being unavailable, irrespective of the reason. Factors outside of our direct control, including but not limited to, issues originating from Noah Facial Recognition Pty Ltd’s end, unpredictable downtime, or technical failures, are inherent challenges we strive to manage and mitigate but cannot wholly eliminate.
Clients will be notified in advance of scheduled maintenance periods. These periods are excluded from the uptime calculations.
Business Hours: TimeLab’s support hours are from 8am to 5pm, Monday to Friday (New Zealand time).
TimeLab will acknowledge and begin resolution within 2 hours for issues of medium severity reported during business hours.
TimeLab commits to a response time of 1 hour for high severity and critical issues reported during business hours.
TimeLab has support staff online after regular hours. Issues will still be seen and actioned where necessary.
The response to issues reported during this time will be based on their severity, impact and available support resource at the time.
Efforts will be intensified to promptly address and begin the resolution process for high severity and critical issues to ensure minimal disruption to the Service.
TimeLab will continuously monitor the performance of the NoahFace Service to ensure adherence to the outlined SLAs.
While formal reports are not provided as a standard practice, TimeLab maintains open communications with clients about any significant service issues or disruptions and the steps taken to resolve them.
In cases where service levels do not meet the stipulated SLAs, TimeLab will promptly address and rectify the issues to ensure compliance with the service standards.
Specific remedies, including service credits or other compensations for SLA failures, can be discussed and outlined in the Order Form.
For the purpose of providing support, TimeLab may require access to the client’s account on the NoahFace Service. This may include viewing user, event, or organisation details to diagnose and resolve issues.
Auckland Time Systems Ltd does not use your customer information for our own purposes, nor do we share it with or sell it to others.
Noah Facial Recognition Pty Ltd does not use your customer information for its own purposes, nor does it share with or sell it to others.
All accessed information is treated as confidential and is used solely for support and troubleshooting purposes.
TimeLab adheres to strict privacy protocols and ensures compliance with applicable privacy laws and regulations, safeguarding the privacy and security of client information at all times.
By entering into this Agreement, the client consents to TimeLab’s access to their NoahFace account for the explicit purpose of providing necessary support and maintenance services.
Both TimeLab and the client are committed to protecting all confidential information, not limited to technical data, business information, during and after the engagement. If legal or regulatory requirements compel the disclosure of any confidential information, the affected party shall be notified.
This Agreement can be terminated by mutual agreement of both parties in writing.
Either party may terminate the Agreement upon written notice if the other party breaches any material term and fails to remedy the breach within 30 days of receiving notice.
Upon termination, both parties' rights and obligations cease immediately, except obligations intended to persist post-termination, including confidentiality and liability clauses. Parties must promptly return or destroy the other’s confidential information.
Neither party will be liable for indirect, incidental, special, exemplary, or consequential damages. The total liability of either party arising out of or related to this Agreement shall not exceed the total amounts paid by the client to TimeLab under this Agreement in the twelve months preceding this claim.
These Terms and Conditions and our provision of services to you shall be governed by the laws of New Zealand.
This Agreement may only be amended in writing, signed by both parties.
No waiver by either party of any term herof shall constitute a waiver of any subsequent breach of the same or any other term.
This Agreement, including any appendices and referenced documents, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements or communications.
Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all assets.