1.1 These terms and conditions (“VSDM Basic Terms”) apply to your use of VSDM Basic Services, including the VSDM Console. On Account Terms and Conditions also apply to your use of VSDM Basic Services. You will be taken to have accepted the On Account Terms and Conditions and the VSDM Basic Terms as soon as you start using VSDM Basic.
1.2 We may vary the VSDM Basic Terms from time to time in accordance with our On Account Terms and Conditions. By continuing to use VSDM Basic, you will be deemed to have accepted the most up-to-date VSDM Basic Terms on our Website from time to time.
1.3 Capitalised terms used in these VSDM Basic Terms have the meaning ascribed to them in the definitions section below.
2. VSDM Charges
2.1 You agree to pay all VSDM Basic Charges. You will be charged in arrears on a monthly basis for the VSDM Basic Services from the end of your first billing cycle after your VSDM Basic Services are made available for your use. We will not prorate the charges so you will be charged for a full month in your first invoice. A VSDM license entitles you to activate a single device on the VSDM platform.
2.2 All VSDM Basic Charges are payable in accordance with the provisions relating to Charges as defined and set out in our On Account Terms and Conditions.
3. VSDM Software
3.1 The VSDM Software will be licensed to you, on a SaaS Licence basis, by our Third Party Provider. You must accept the terms of the EULA, which is available on the VSDM Console, before activating any Device on the VSDM Console and/or downloading any VSDM Software.
3.2 The Server Software is hosted by Vodafone Group Services. Vodafone Group Services will host such Server Software with reasonable skill and care, but does not guarantee to provide continuous or uninterrupted access to the VSDM Basic Services.
3.3 Device Software will be available to your Users via third party application stores. You will ensure that your Users download the official Device Software. Failure by your Users to download the correct Device Software may impact on our ability to provide the VSDM Basic Services.
3.4 You will be responsible for ensuring that your Users download the Device Software in a manner which is compatible with your Users’ Devices’ specific set-up requirements. Neither we nor the Third Party Provider shall be liable to the extent that incorrect downloading of the Device Software has an adverse effect on the operation of Users’ Devices.
3.5 Vodafone Group Services manages upgrades of the VSDM console.
4. VSDM Basic Services
4.1 Vodafone will be responsible for the provision of the VSDM Basic Services. All customers that select VSDM Basic will receive the VSDM Basic Services. VSDM Basic can be used to manage up to 50 Active Devices. You will have to select the VSDM service if you wish to manage more than 50 Active Devices.
5. Restrictions on Use of the VSDM Basic Services and VSDM Software
5.1 You will not use, and will not authorise or permit any third party including any User to use, the VSDM Basic Services and/or VSDM Software:
(a) on any Device which is not an Active Device;
(b) on any Device which is not connected to our network except where you are roaming outside New Zealand or you have other Devices which are connected to an overseas network, as agreed on a case by case basis; and /or
(c) in an Embargoed Territory.
5.2 We will be under no obligation to provide any of the VSDM Basic Services in the event of any incidents caused by or related to the following:
(a) the failure of any system or code, or use of any software or hardware used by you in connection with the VSDM Basic Services, which has not been approved, authorised or supplied by us;
(b) any incident which we are unable to verify or reproduce after making commercially reasonable efforts;
(c) any incident which could have been prevented by you running the most up-to-date release and version of the VSDM Software (including any fixes or patches) made available by us or the Third Party Provider; and/or
(d) any incident or problems caused by, or contributed to by, your negligence, abuse, misuse and/or misapplication of the VSDM Software or any failure by you to comply with the VSDM Basic Terms.
6. Vodafone Storage Equipment
6.1 You will be entitled to use the Vodafone Storage Equipment, provided that, if you store any content on the Vodafone Storage Equipment, you will ensure that the content does not infringe any applicable laws, regulations or third party rights (such as material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party Intellectual Property Rights or rights under the Privacy Act 1993) (Inappropriate Content).
6.2 You acknowledge that we have no control over any content placed on the Vodafone Storage Equipment by you or your Users and we do not purport to monitor the Vodafone Storage Equipment. We reserve the right to remove content from the Vodafone Storage Equipment where we reasonably suspect such content is Inappropriate Content. We will notify you if we become aware of any allegation that content on the Vodafone Storage Equipment may be Inappropriate Content.
6.3 You will indemnify us against all damages, losses, costs and expenses arising as a result of any action or claim that the content or any other material stored on the Vodafone Storage Equipment constitutes Inappropriate Content.
7. Protection of user names and passwords
Once you are set up for VSDM Basic, it is your responsibility to ensure that your user name and password are kept secure and used only in accordance with these VSDM Basic Terms.
8. Data Protection and Privacy
8.1 You acknowledge and agree that:
(a) User Personal Information is collected and processed as a result of the VSDM Basic Services being provided; and
(b) for the purposes of the Privacy Act 1993 and any other applicable data protection legislation, you are the agency that is collecting User Personal Information and we only hold such User Personal Information on behalf of you and not for our own purposes.
8.2 You will be responsible for compliance with the principles set out in the Privacy Act 1993 and any other applicable data protection legislation, including without limitation:
(a) notifying Users and obtaining their consent to their Personal Information being collected by you and disclosed to us and our sub-contractors and/or related entities in connection with the provision of the VSDM Basic Services by us;
(b) if you opt to use location-based services, ensuring that you have all necessary consents from each User to allow us to provide you with geographical tracking information about such User;
(c) determining how to manage and secure the Active Devices using the VSDM Software and the VSDM Basic Services;
(d) maintaining the primary location group and group ID and ensuring that the master location group enabled by us is not amended at any time,
in each case in advance of activating a Device or VSDM Basic Service or requesting us to provide any User information to you.
8.3 Upon termination of the provision of VSDM Basic to you, to the extent we hold any User Personal Information, we may retain such User Personal Information to the extent required by the Privacy Act 1993 or other applicable data protection legislation.
8.4 The EULA contains separate data protection provisions in respect of processing of User Personal Information carried out by the Third Party Provider in connection with its provision of the VSDM Software to you. The Third Party Provider shall be directly responsible to you for any processing of User Personal Information pursuant to the data protection provisions set out in the EULA.
8.5 You acknowledge and authorise the use of anonymous transaction data to create aggregated, statistical data and information about service usage and devices that does not, and cannot be used to, identify a User.
8.6 The VSDM Console is hosted and managed by Vodafone Group Services. Information collected via the VSDM Console may be disclosed to Vodafone Group Services (including its employees, agents and representatives) and transferred to, and stored in, jurisdictions outside New Zealand. In particular:
(a) in general, information collected via the VSDM Console is transferred to, and stored on servers managed by, Vodafone Group Services in Germany;
(b) in order to provide the Support Services, information collected via the VSDM Console may be accessed by representatives of the Vodafone Global Service Desk (which is managed by Vodafone Group Services) who may be located in Egypt or such other jurisdictions as may be determined by Vodafone Group Services from time to time; and
(c) in order for you to use certain VSDM Basic Services, specific information collected via the VSDM Console may be transferred to, and stored on, servers in other jurisdictions outside New Zealand. For example, ‘auto-discovery’ is an optional VSDM Basic feature which allows your end-users a faster way to enrol their Device onto VSDM Basic. If you select the auto-discovery service, in order for your end-users to use the service, your corporate email domain, the hashed MAC address of the enrolling Device, your VSDM Group ID and the VSDM Server URL (https://mdm.vodafone.co.nz) will be transferred to and stored on the Third Party Provider’s (or an associated company of the Third Party Provider’s) auto-discovery server hosted in Atlanta, USA.
9.1 In addition to the provisions of the On Account Terms and Conditions, we will not be liable in connection with any VSDM Basic Services, whether in contract, tort (including negligence), breach of statutory duty, indemnity or otherwise for any loss, whether direct or indirect:
(a) suffered by you in connection with the VSDM Software and you will bring all claims for any losses suffered in connection with the VSDM Software against the Third Party Provider pursuant to the terms of the EULA; or
(b) which results from the combination of a VSDM Basic Service with hardware, software or other materials which are not essential for the conventional performance of the VSDM Basic Service and/or are not otherwise provided, recommended or authorised by us, where absent such combination the VSDM Basic Service would not be the subject of the infringement claim.
9.2 We exclude all liability in the event we are unable to provide the VSDM Basic Services for Apple® devices due to you failing to have your own APNS Certificate and your own relationship with Apple’s iOS Developer Enterprise Program or its Volume Purchase Program.
10.1 In addition to the termination rights set out in the On Account Terms and Conditions, either Party may terminate the VSDM Basic Services on thirty (30) days’ prior written notice to the other.
10.2 In the event you terminate the VSDM Basic Services under clause 10.1, we won’t charge you for VSDM Basic Services for the month your notice takes effect. Charges for the prevous billing cycle will still be payable.
10.3 We may terminate the provision of VSDM Basic Services to you immediately upon written notice to you if the Third Party Provider or you terminate the SaaS Licence for the VSDM Software.
10.4 We will cease our provision of the VSDM Basic Services and your access to the VSDM Console from the effective date of termination.
11.1 In these VSDM Basic Terms, capitalised words have the meanings set out below:
Active Device means a Device which has been registered on the Server Software by you or on your behalf to receive the VSDM Basic Services;
Device means a mobile device which is capable of receiving the VSDM Basic Services;
Device Software means the official equipment software for Users’ Active Devices (including any new versions or releases of the same) provided by the Third Party Provider to facilitate the provision of the VSDM Basic Services;
Embargoed Territories means Cuba, Iran, North Korea, Sudan and Syria and any other territory which is, or during the period within which you are using any VSDM Basic Services becomes, subject to export restrictions and/or sanctions imposed by either the United Kingdom or the United States of America;
EULA means the SaaS Licence EULA between you and the Third Party Provider for the provision of VSDM Software on a subscription licence basis;
On Account Terms and Conditions means the current version of our On Account Terms and Conditions available on our Website from time to time;
SaaS Licence means a subscription licence to the VSDM Software, as further described in the EULA;
Server Software means the server software provided by the Third Party Provider (including any new versions or releases of the same) to facilitate the provision of the VSDM Basic Services;
Software Upgrade Access Service means the software upgrade access service as further described in the VSDM Basic Product Description;
Support Service means the support service as further described in the VSDM Basic Product Description;
Third Party Provider means Airwatch LLC (whose registered office is at 931 Monroe Drive, Suite 102-303, Atlanta, GA 30308, USA) or such other third party provider as may be identified in the EULA from time to time;
User means an end-user of an Active Device;
User Personal Information means personal information (as defined in the Privacy Act 1993 or any similar term as defined in any other applicable data protection legislation) about a User;
Vodafone Storage Equipment means the equipment made available by us to you for the storage of your content;
Vodafone Group Services means Vodafone Group Services Limited;
VSDM Basic Charges means all Charges (as defined in our On Account Terms and Conditions) applicable to your use of VSDM Basic, as notified to you by us from time to time, including without limitation, VSDM Basic Charges advertised on our Website;
VSDM Console means the interface used by your administrator to access VSDM Basic Services;
VSDM Basic means our VSDM (Vodafone secure device manager) Basic service as further described in the VSDM Basic Product Description;
VSDM Basic Product Description means the most recent version of the product description for VSDM Basic available on our Website from time to time;
VSDM Basic Services means the VSDM Basic services provided by us via the VSDM Console from time to time, including without limitation, the following services (as further described in the VSDM Basic Product Description): (a) VSDM Basic; (b) Support Service; and (c) Software Upgrade Access Service;
VSDM Software means, collectively, the Server Software and the Device Software; and
Website means our website at www.vodafone.co.nz.
11.2 In these VSDM Basic Terms, “Vodafone”, "we" or "us" means Vodafone New Zealand Limited, 20 Viaduct Harbour Ave, Auckland and "our" has a corresponding meaning. "you" means the Account Holder (as defined under the On Account Terms and Conditions) and "your" has a corresponding meaning.