Last updated: 24 June 2021

These terms of use (as amended from time to time) apply to any supply of subscription software and other services by Scannable NZ Limited (we, us) to a manufacturer, reseller or user (you). These terms include and form part of any subscription agreement you sign for your Subscription (Subscription Agreement).
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1. TERMS
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1.1 By accessing the Services, creating a Subscription or signing a Subscription Agreement you agree to these terms.

1.2 We may update or replace these terms from time to time by updating the Website. If you continue to use the Services, you agree to be bound by those updated or replacement terms.
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2. INTERPRETATION
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2.1 In these terms, unless the context otherwise requires:

Additional Services means any additional services agreed between us and you.

Confidential Information means any information that is not public knowledge and that is obtained from either you or us in the course of, or in connection with, these Services.

Data means all data, content, and information (including personal information) that you store using, or input into, the Services or the Website.

Fees means the regular subscription fees and any additional fees for Additional Services set out in your Subscription Agreement or as otherwise agreed between us.

Intellectual Property includes copyright, and all intellectual, proprietary, industrial or other rights existing anywhere in the world under statute, common law or equity in relation to inventions (including patents), registered and unregistered trademarks and designs, data, confidential information, know-how, and includes any modification or derivative work.

Permitted User means a person authorised to access and use the Services on your behalf, as part of your Subscription.

Subscription means your subscription to use the Services, in accordance with these terms.

Website means scannable.io or such other site notified to you by us.
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3. SERVICES
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3.1 We will use reasonable endeavors to provide the Services to you with reasonable care and skill, on a non-exclusive basis and using suitably skilled personnel.

3.2 Upon request, we may choose to provide Additional Services if you agree to pay any additional Fees.

3.3 We will use reasonable endeavors to ensure the Services are available during business hours in New Zealand with an estimated uptime of 99.5%. However, we will not be liable for any downtime or disruption in the availability of the Services if:

a. we need to perform maintenance on the Services; or

b. an event beyond our reasonable control prevents us from performing the Services.

3.4 You acknowledge that the Website and the Services may interoperate with third party service and that we do not warrant the availability of those services. If any third party service becomes unavailable, then:

a. we may cease to provide that third party service to you; and

b. you will not be entitled to any refund, discount or other compensation.
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4. YOUR OBLIGATIONS
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4.1 You must:

a. only use the Services in accordance with these terms and for your internal business purposes;

b. only input accurate Data and information into the Services, and ensure all Data and information is kept up to date;

c. comply with our policies and directions in relation to use of the Services;

d. not input or store any Data that breaches any third party right or that is objectionable, incorrect or misleading;

e. not resell or make available the Services to any third party, or otherwise commercially exploit the Services;

f. not modify, copy, adapt, reproduce, disassemble, decompile, reverse-engineer or extract the source code of any part of the Services; and

g. not impair the Services or prevent any other person from using the Services.

4.2 If you are:

a. an equipment manufacturer, you agree to upload and maintain compliance data and documentation to the best of your ability (while we will support your onboarding and data management, we are not responsible for the quality or completeness of your equipment data & documentation); or

b. an equipment reseller, you may use the Services to access manufacturers’ equipment data within your systems, but you must not share any such data to third parties outside of your own systems.
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5. PERMITTED USERS
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5.1 You must:

a. ensure that only you and your Permitted Users access or use the Services;

b. not impersonate any person or misrepresent authority to act on behalf of anyone; and

c. not attempt to access or copy any material or data, except for the data that you are authorised to access.

5.2 You may authorise any member of your personnel to be a Permitted User. Any increase in Permitted Users that exceeds the number agreed between us may result in an increase to the Fees (to be determined at our discretion).

5.3 You must procure that each Permitted User complies with these terms and any other reasonable requests by us. We may at our discretion revoke any person’s status as a Permitted User at any time.
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6. FEES
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6.1 You must pay the Fees and any GST within 14 days of the date of invoice.

6.2 We will provide you with valid GST tax invoices monthly in arrears for the Fees due in the previous month, or as otherwise agreed in your Subscription Agreement.

6.3 If we do not receive payment of your Fees on time, we may:

a. suspend or terminate access to your account until payment is made in full; and

b. charge you interest on overdue amounts rate of 10% per annum, calculated on a daily basis from the due date until the date we receive payment (and we may apportion payments to outstanding accounts as we see fit).
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7. DATA AND PRIVACY
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7.1 You will retain ownership over all Data. You are responsible for maintaining copies of all Data, and we will not be liable for any Data loss.

7.2 You grant us a royalty-free license to, use, copy and modify all Data, including all personal information, to provide you with the Services.

7.3 You must obtain all third-party consents (if any) required for us to access and use the Data. If you provide us with any personal information, you warrant that you have obtained all necessary consents for us to process that personal information.

7.4 We may use the Data and information about you and others to generate anonymised and aggregated statistical and analytical data in accordance with our privacy policy (Analytical Data). All Intellectual Property rights in Analytical Data will be our property.

7.5 We will use Analytical Data for our own internal research and development purposes and to conduct statistical and trend analysis. We may also supply Analytical Data to third parties.
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8. CONFIDENTIAL INFORMATION
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8.1 We may need to disclose Confidential Information to you, and vice versa. Where Confidential Information is disclosed in connection with these terms, we both agree to take reasonable steps to protect each other’s Confidential Information from unauthorised access.

8.2 Where disclosure of Confidential Information is required by law, each of us must take reasonable steps to inform the other in advance.
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9. INTELLECTUAL PROPERTY
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9.1 All content, code, software and other Intellectual Property included in our Services and created by or on behalf of us is our property. You must not dispute our ownership, or the validity, of those Intellectual Property rights.

9.2 The Services may link to third party websites where relevant. We do not endorse or recommend any third party websites, and we exclude all liability relating to those websites.

9.3 If you provide us with ideas or suggestions relating to the Services (Feedback):

b. we will own all Intellectual Property rights in that Feedback and anything created as a result (including new material, modifications or derivative works); and

c. we may use or disclose the Feedback for any purpose.
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10. WARRANTIES
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10.1 To the extent permitted by law, we expressly exclude all conditions, guarantees or warranties (whether expressed or implied by statute or otherwise).

10.2 We do not warrant the quality of the Services and, to the extent permitted by law, do not promise that the Services will:

a. meet your requirements or be suitable for a particular purpose;

b. be compatible with any of your systems; or

c. be secure, free of viruses or other harmful code, uninterrupted or error free.
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11. CONSUMER LEGISLATION
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11.1 Where you use the Services for trade purposes, you agree, to the extent permitted by law, that:

the Consumer Guarantees Act 1993;

a. sections 9, 12A and 13 of the Fair Trading Act 1986; and

b. any other applicable consumer protection legislation,

c. do not apply to the supply of the Services or these terms and that it is fair and reasonable that you are bound by this clause 11.1.
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12. LIABILITY AND INDEMNITY
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12.1 You indemnify us (and our directors, agents and employees) against any liability, claim, cost (including costs on a solicitor/client basis) and loss of any kind (whether actual or alleged) arising out of, or related to, your use of the Services or breach of these terms.

12.2 You agree that to the extent permitted by law, we and our directors, agents and employees will not be liable to you for any loss or damage of any kind arising from your use of the Services. If we are found liable, our total aggregate liability to you is limited to the Fees paid to us within the past 12 months, to the extent permitted by law.

12.3 We are not liable to you in connection with the Services for any:

a. loss of profit, revenue, savings, business, use, data (including Data), or goodwill; or

b. consequential, indirect, incidental or special damage or loss of any kind.
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13. TERMINATION
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13.1 We may terminate your Subscription for convenience at any time by providing at least 90 working days’ written notice to you.

13.2 We may also terminate or suspend your Subscription immediately if you:

a. breach any of these terms and either;

i. the breach cannot be remedied; or

ii. you do not remedy the breach within 10 working days after notice from us;

b. fail to pay the Fees within 7 days of those Fees becoming due; or

c. become insolvent or otherwise cannot pay your debts when they fall due.

13.3 If your Subscription is terminated, you will not be entitled to any refund and:

a. termination of your Subscription does not affect any rights or obligations of either of us that accrued before termination; and

b. you must pay all Fees (and any other outstanding amounts owing to us) for Services provided or agreed to before termination.
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14. GENERAL
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14.1 These terms and any Subscription Agreement with you set out everything agreed in relation to the Services. You warrant you have not relied on any representation or warranty relating to the Services.

14.2 If you have a dispute with us, we each agree to discuss the issue in good faith. Unless we decide otherwise, each of us can only file proceedings in a court or disputes tribunal in Dunedin, NZ.

14.3 We will not be deemed to have waived any right under these terms unless the waiver is in writing. A failure to exercise, or delay in exercising, any right by us under these terms will not operate as a waiver of that right.

14.4 We may assign any of our rights and obligations under these terms without your consent. You may not assign any of your rights or obligations under these terms without our prior written consent.

14.5 If any provision in these terms becomes invalid or unenforceable, the remainder of these terms will remain valid and enforceable to the fullest extent permitted by law.

14.6 These terms are governed by New Zealand law. You submit to the non-exclusive jurisdiction of the New Zealand Courts for any disputes arising in connection with these terms.

14.7 If you have any questions or concerns relating to these terms, the Services or your Subscription, please contact us on info@scannable.io.

Thank you for reading to the end of these terms.

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