These Terms and Conditions govern your use of our SaaS applications and services (the "Services"), and by accessing or using our Services, you agree to be bound by these Terms and the accompanying Privacy Policy.

1. Subscription and Access

 

a. Grant of License: We grant you a non-exclusive, non-transferable, revocable license to use the Services for your internal business purposes subject to these Terms.

 

b. User Accounts: You are responsible for maintaining the confidentiality of user account information and for all activities under your account.

 

c. Subscription Terms: Services are provided on a subscription basis, with fees based on the subscription plan and number of user licenses purchased.

 

2. Payment Terms

 

a. Fees: Subscription fees are billed in advance on a recurring basis and are non-refundable except as expressly provided in these Terms.

 

b. Invoices: Invoices are issued according to the terms in your subscription agreement and must be paid within the specified payment term.

 

c. Late Payments: Late payments may result in the suspension or termination of Services.

 

3. Use of Services

 

a. Permitted Use: You agree to use the Services only for lawful purposes and in accordance with these Terms.

 

b. Prohibited Actions: You shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services, nor access the Services in order to build a similar or competitive product or service.

 

4. Intellectual Property

 

All intellectual property rights in the Services are owned by or licensed to us. Except for the license granted under these Terms, all rights are reserved.

 

5. Confidentiality

 

Each party agrees to maintain the confidentiality of information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential.

 

6. Termination

 

a. Termination Rights: Either party may terminate the Agreement on notice if the other party materially breaches these Terms and fails to cure such breach within 30 days from receipt of notice.

 

b. Effects of Termination: Upon termination, you must cease all use of the Services and destroy all copies of associated data.

 

7. Disclaimers and Limitations of Liability

 

a. Disclaimers: The Services are provided "as is" and we expressly disclaim any warranties, express or implied, including but not limited to, implied warranties of merchantability and fitness for a particular purpose.

 

b. Limitation of Liability: Our liability with respect to any single incident arising out of or related to these terms will not exceed the amount paid by you hereunder in the 12 months preceding the incident, and in no event will our aggregate liability arising out of or related to these terms exceed the total amount paid by you hereunder.

 

8. Governing Law

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These Terms shall be governed by the laws of New Zealand without regard to its conflict of laws provisions.

 

9. Dispute Resolution

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a. Arbitration: Any disputes arising out of or in connection with these Terms shall be resolved by arbitration in accordance with the Arbitration Act 1996. The arbitration shall be conducted in Wellington, New Zealand by a single arbitrator appointed by the New Zealand Dispute Resolution Centre (NZDRC).

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b. Arbitration Rules: The arbitration will be conducted under the Standard Arbitration Rules of the New Zealand Dispute Resolution Centre unless otherwise agreed.

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c. Final Decision: The arbitrator's decision shall be final and binding on both parties.