2.1 Definitions: Capitalised terms have the meanings set in the body of these Terms or as set out below:

Account has the meaning given to it in clause 3.1;

Administrator means the individual authorised by you to administer your use (or that of your Permitted Users) of the Platform and/or the Products;

Analytical Data has the meaning given to it in clause 7.2.

Authorised Payment Method has the meaning given to it in clause 8.2;

Billing Date has the meaning given to it in clause 8.3;

Business Day means a day other than a Saturday, Sunday or public holiday in Wānaka, New Zealand;‍

Customer Data means any and all data, including without limitation relating to your Equipment Items, whether input by you, generated through your use of the Platform or input or generated by Scannable on your behalf, for the purpose of using the Platform or facilitating your use of the Platform;

Default Rate means an annual percentage rate equal to the corporate overdraft reference rate (monthly charging cycle) applied by Scannable's primary trading bank as at the due date (or, if our primary trading bank ceases to quote that rate, then the rate which in the opinion of the bank is equivalent to that rate in respect of similar overdraft accommodation expressed as a percentage) plus 2% per annum;

Documentation means any manual, user documentation or other materials or media relating to the Platform and which are made available by Scannable to you through the Platform or otherwise;

Equipment Item means an individual item of equipment which you either save to inventory in the Platform or which you have manufactured (as applicable);

Fees means (a) the Subscription Fees, (b) the Product Fees and (c) any other fees specified in the Special Terms or as otherwise agreed between you and Scannable and Fee means any of them;

Intellectual Property Rights means all brand names, trade marks, service marks, trade names, logos, copyrights, patents, licences, designs and rights in a design, look and feel, know-how, trade secrets, inventions, technical data, concepts, ideas, moral rights and all other similar property, whether or not registered, in the course of being registered or unregistered and any analogous rights worldwide;

Malicious Code means any thing or device (including any software, code, file or program) which may:

1. prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; 
2. prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or 
3. adversely affect the user experience, including trojan horses, viruses, worms, cancelbots, back doors, "Easter eggs", time bombs, trap doors, files, scripts, agents or programs intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;

Permitted User means any of your employees, contractors, officers or agents who is authorised by you to use the Platform and/or the Products on your behalf in accordance with clause 3.4 and includes any Administrator;

Permitted User Account has the meaning given to it in clause 3.4;

Personal information has the meaning given to it in the Privacy Act 2020;

Platform means the software application and related services which are provided by Scannable on a SaaS basis and accessible via the Sites, as may be updated by Scannable from time to time;

Privacy Policy means Scannable’s privacy policy, as amended from time to time, and located at https://www.scannable.io/privacy-policy;

Product Fees means the price(s) (excluding applicable GST, VAT, sales or other taxes) payable for any Products, and any shipping fees relating to such Products, as set out from time to time on the "Products" page of the Site;

Products means any products from time to time supplied or made available for supply by or on behalf of Scannable for use with the Platform;

Related Company includes any subsidiary, affiliate, or successor in interest, or any of its shareholders, directors, officers, employees, agents or nominees;

SaaS means software as a service;

Scannable Content has the meaning given to it in clause 10.1.

Sites means any and all online facilities made available by Scannable for you to access the Platform, including via Android or iOS app, the website accessible at https://www.scannable.io/ or any other URL address notified to you by Scannable from time to time; ‍

Subscription Fees means the monthly or yearly (as applicable) subscription fees (if any) payable for your access and use of the Platform (excluding applicable GST, VAT, sales or other taxes) in accordance with the Subscription Plan, as set out from time to time on the "Pricing" page of the Site;‍

Subscription Plan means any subscription plan made available from time to time by Scannable for the use of the Platform, being as of the date of these Terms (as applicable to you) Scannable Access, Scannable Pro and Scannable Enterprise;‍

Third Party Provider has the meaning given in clause 12.3;

Trial means any free trial, proof of concept or beta version of the Platform, or otherwise using the Platform on any other free-of-charge basis;

Trial Period means the 30-day period of the Trial or such other period as Scannable may agree; and

you or your includes any person that is registered to use the Platform pursuant to the terms of the Agreement on behalf of a company, organisation or other entity, including any Permitted Users.

2.2 In the event and to the extent of any conflict or inconsistency between these Terms and the Specific Terms, and except as expressly specified in any part, the Terms will prevail.

3. ACCOUNT REGISTRATION
‍

3.1 To access the Platform, you must register with Scannable to create an account with us (Account).  To complete your Account registration, you will be required to provide us with certain information including your first name, last name and email address as well as other information as indicated during the sign-up process.  We may reject your application for an Account, or cancel an existing Account, for any reason and at our sole discretion.

3.2 The person in whose legal name an Account is created will be the contracting party for the purposes of the Agreement and will be the person who is authorised to use any corresponding Account we may provide to you in connection with the Platform.  Any person signing up for the Platform on behalf of their employer must use an employer-issued email address and represents and warrants that they have the authority to bind their employer to the Agreement.  If you are a natural person, you must be at least 18 years old (or, if greater, the age of majority in the jurisdiction where you reside and from which you use the Platform) to create an Account.

3.3 You warrant that all information provided by you on sign-up in connection with the creation of your Account is true, complete and accurate and that you will promptly inform us of any change to such information by updating the information in your Account.

3.4 If you are a business, you will have the ability to create additional Accounts for your Permitted Users (each a Permitted User Account), provided that you provide us with the full legal name of the Permitted User, a valid email address (which must be an employer-issued email address) and any other information we may require in order to register their Account.  With Permitted User Accounts, you can set permissions and let other people work in your Account while determining the level of access by Permitted User Accounts to specific business information (for example, you can limit Permitted User Account access to certain information or prevent Permitted User Accounts from changing your general settings).  Any Permitted User who is given an Administrator role will be responsible for managing your use of the Platform and that of the other Permitted Users within your organisation and utilising any control functions within the Platform in accordance with the applicable Subscription Plan.

3.5 You acknowledge and agree that you are responsible for:

1. ensuring that your Permitted Users, including via Permitted User Accounts, comply with the Agreement; and
2. any breach of the Agreement by your personnel, employees, agents, representatives or subcontractors,

and that any act or omission of any of the above relating to the use of the Platform will be treated as your act or omission, such that Scannable may terminate any authority you have granted to any of them if Scannable considers that they are in breach of the Agreement or cause you to be in breach of the Agreement.

3.6 You will:

1. keep secure and confidential all login credentials for your access and use of the Platform and that of your Permitted Users;
2. promptly disable your Account or any Permitted User Account, or enable Scannable to do so, if you or Scannable discover than any login credentials have been provided to any unauthorised third party;
3. allow Scannable at any time to audit your use (or that of any Permitted User(s)) of the Platform in order to establish whether such use is in accordance with the Agreement; and
4. on demand, pay to Scannable an amount of any underpayment of Fees discovered by Scannable through undertaking one or more audits referred to in clause 3.6(c).

4. ACCESS TO PLATFORM
‍

4.1 Scannable grants you a non-exclusive, non-transferable, limited and revocable licence (with no right to sublicense) to access and use the Platform and the Documentation solely for (a) your personal or internal use and benefit (in relation to the Scannable Access Subscription Plan) or (b) your internal business operations (in relation to the Scannable Pro and Scannable Enterprise Subscription Plans), in each case in accordance with the Agreement.

4.2 Your access and use of the Platform is:

1. subject to your compliance with the terms and conditions of the Agreement;
2. granted for your use in the country in which you are ordinarily resident or have your registered office, it being acknowledged and agreed that if you access the Platform from outside New Zealand, you do so on your own initiative and are responsible for the consequences and for compliance with all applicable laws; and
3. is limited to the number of Equipment Items you have paid for in accordance with the applicable Subscription Plan, provided that:

1. you may from time to time request an increase or decrease in the maximum number of Equipment Items available for use on the Platform by notifying Scannable;
2. unless otherwise determined by Scannable, Scannable will increase or decrease the maximum number of Equipment Items on your Account as soon as practical in accordance with the terms of the Agreement;
3. if you decrease the number of Equipment Items, then unless Scannable agrees otherwise no refunds will be paid in respect of the unused portion of any Subscription Fees that have been paid in advance;
4. if you increase the number of Equipment Items, Scannable will invoice you for any net amount of Fees due for the additional Equipment Items.

5. YOUR RESPONSIBILITIES
‍

5.1 You will:

1. use the Platform and the Documentation in accordance with the terms and conditions of the Agreement;
2. comply with all applicable laws (including applicable privacy laws in respect of your collection, use and disclosure of any personal information that is included in the Customer Data) with respect to use of the Platform and your activities under the Agreement;
3. be solely responsible for:

1. ensuring that any device used by you to access the Platform is capable of accessing the Platform as updated by us from time to time, it being acknowledged and agreed that (A) the services or functionality available on the Platform and the manner in which they are delivered may vary depending on the type of device you are using and (B) Scannable cannot guarantee that we will continue to support the operating system used by your device(s); and
2. procuring and (where relevant) maintaining all other systems and network connections to access the Platform, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to such systems and network connections.

5.2 When using the Platform, you will:

1. subject to clause 4.2(c), ensure that the number of Equipment Items does not exceed the maximum number of Equipment Items permitted by your Subscription Plan;
2. notify your Permitted Users, and ensure that each of them understands and agrees, that their use of the Platform is subject to the terms and conditions set out in the Agreement;
3. be responsible for determining the level of access that each Permitted User has to access and use the Platform, and you acknowledge that Scannable will not be responsible for your use, or inability to use, the Platform arising out of or in connection with any act or omission of the Permitted Users; and
4. maintain a written, up to date list of current Permitted Users and provide such list to Scannable within 5 Business Days of Scannable's written request.

5.3 When using the Platform, you will not attempt to directly or indirectly:

1. store or transmit infringing, libellous or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;
2. access, store, distribute or transmit any Malicious Code in respect of the Platform or our backend systems;
3. except to the extent permitted by any applicable law which is incapable of exclusion by agreement between the parties:

1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform and/or the Documentation, as applicable, in any form or media by any means; or 
2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all of any part of the Platform.

d. access all or any part of the Platform and Documentation in order to build a product or service which competes with the Platform and/or the Documentation;

e. attempt to undermine, intentionally interfere with or disrupt the integrity or security of:

1. the Platform; or
2. Scannable's or any third party's systems, networks, data, or resources used in the provisions of the Platform;

f. make the Platform and/or Documentation available to any third party except your Permitted Users in accordance with the Agreement;

g. use or publish any of the Scannable Content without Scannable's prior written permission; or

h. attempt to obtain or assist third parties in obtaining, access to the Platform and/or Documentation, other than as provided under this clause. 

5.4 If you are:

1. an equipment manufacturer, you agree to upload and maintain compliance data and documentation to the best of your ability, it being acknowledged and agreed that while we will support your onboarding and data management, we are not responsible for the quality or completeness of your equipment data & documentation; or
2. an equipment reseller, you may use the Platform to access manufacturers’ equipment data within your systems, but you must not share any such data to third parties outside of your own systems.

5.5 You will use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Scannable.

5.6 You acknowledge that the Platform is continually evolving and Scannable may from time to time make upgrades and updates to the Platform.  Some of these changes will occur automatically, while others may require you to schedule or implement the changes.  You will, where required, upgrade your software and/or devices in order to make efficient use of the Platform.  To the extent reasonably practicable, Scannable will provide you with reasonable notice in advance of any such changes.

6. CUSTOMER DATA
‍

6.1 You acknowledge and agree that we require access to the Customer Data to perform our obligations and exercise our rights under the Agreement and may authorise a member or members of our personnel to access the Customer Data for this purpose, provided that any such access shall at all times be compliant with all applicable laws and (to the extent that such Customer Data comprises personal information) consistent with our Privacy Policy.

6.2 You warrant and Scannable acknowledges and agrees that you will have sole responsibility for the legality, reliability, integrity, accuracy, appropriateness and quality of any and all Customer Data.  You are responsible for the Customer Data being in a proper format as may be specified by Scannable.

6.3 Each party will take appropriate technical and organisational measures against unauthorised or unlawful processing of the Customer Data or its accidental loss, destruction or damage.  You acknowledge that if there is any loss or damage to all or any of the Customer Data, your sole and exclusive remedy will be for Scannable to use reasonable commercial endeavours to restore such lost or damaged data from the latest back-up of the Customer Data maintained by Scannable or by its Third Party Provider(s) (as applicable), however such restoration is not guaranteed.  You are responsible for keeping your own up-to-date back-up copies of the Customer Data.

6.4 Scannable will not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any Third Party Provider.

6.5 You acknowledge and agree that Scannable may use the Customer Data for the purpose of:

1. performing our obligations under the Agreement;
2. ensuring that you are complying with the terms and conditions of the Agreement; 
3. improving or enhancing the Platform;
4. internal research and product and service improvements and to conduct statistical analysis and identify trends and insights;
5. investigating any complaints by or about you, or if we have reason to suspect you are in breach of the Agreement or that you are or have otherwise been engaged in any unlawful activity;
6. supplying information to our Third Party Providers in connection with the operation of the Platform;
7. except where you have opted-out:

1. assessing the performance of your business, including comparing or benchmarking such performance against the performance of Scannable's other customers; and
2. accessing what other services Scannable may provide and promote to you, including offering services that may assist in improving performance, provided that we comply with our confidentiality obligations under clause 11.

7. USE AND PRIVACY OF PERSONAL INFORMATION
‍

7.1 In order to use the Platform, you may be required to provide certain information to us, some of which may comprise personal information, although in some cases if you choose not to do so then some functions or features of the Platform may not be available to you.

7.2 Any personal information you do provide to us, whether as part of the Customer Data or otherwise, will be collected, held and used by Scannable in accordance with our Privacy Policy.  However, we may from time to time perform data and statistical trend analysis on your Customer Data and usage of the Platform on an anonymous / de-identified basis, including through aggregation (Analytical Data).

7.3 You acknowledge and agree that:

1. title to and all Intellectual Property Rights in, Analytical Data vests on creation in Scannable;
2. we may use the Analytical Data for our own purposes, such as to provide and improve the Platform and our services, to develop new services or product offerings, to identify business trends and for other uses we communicate to you from time to time; and
3. we may supply Analytical Data to third parties

8. FEES AND PAYMENT
‍

8.1 You must pay us all Fees applicable to your use of the Platform in accordance with this clause 7.  Unless otherwise indicated, all Fees and other charges are in New Zealand dollars, and all payments will be made in New Zealand dollars.

8.2 You must keep a valid payment method on file with us to pay for all incurred and recurring Fees. We will charge applicable Fees to any valid payment method that you authorise (Authorised Payment Method), and we will continue to charge the Authorised Payment Method for applicable Fees until your Subscription Plan expires or is terminated, and any and all outstanding Fees have been paid in full.

8.3 Subscription Fees are payable either monthly or annually in advance (depending on your Subscription Plan) and will be billed in monthly or yearly (as applicable) intervals using the Authorised Payment Method on the commencement date of your Subscription Plan and on each anniversary of that date (each a Billing Date).  We will provide you with a valid GST tax invoice on a monthly or annual basis (as applicable) prior to the due date for the payment.  You will be charged on each Billing Date for all outstanding Subscription Fees that have not previously been charged.

8.4 We must receive the Product Fees for any Products ordered by you in full before they are dispatched.  If we do not have sufficient stock of Products, we will notify you via the Platform, by e-mail or by telephone and your payment transaction will be cancelled or refunded.  We will do this as soon as possible and by no later than five days from the date of your order.  We will not be responsible for any compensation if Products which you order are not available for any reason.

8.5 If we are not able to process payment of any Fees using an Authorised Payment Method, we may make subsequent attempts to process payment using another Authorised Payment Method.  If we are unable to successfully process payment of Fees using an Authorised Payment Method within 14 days of our initial attempt, we may suspend and revoke your access (and/or that of all or any of your Permitted Users) to the Platform.  Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle.  You may not be able to access the Platform during any period of suspension.  If the outstanding Fees remain unpaid for 30 days following the date of suspension, Scannable reserves the right to terminate your Account and your access to the Platform.

8.6 We may charge interest on overdue amounts of Fees.  Interest will be calculated from the due date to the date of payment (both inclusive) at the Default Interest Rate.

8.7 We may increase any Fees by giving at least 30 days' prior notice.  In relation to increases in any Subscription Fees, such increases may only take effect on a Billing Date.  If you do not wish to pay the increased Fees, you may terminate the Agreement and your right to access and use the Platform by no less than 14 days' notice, provided the notice is received by us before the effective date of the Fee increase.  If you do not terminate the Agreement and your right to access and use the Platform in accordance with this clause, you are deemed to have accepted and agreed to the increased Fees.  If you do terminate the Agreement, you acknowledge and agree that any advance payment or pre-payment of Fees shall be forfeit and non-refundable.

8.8 You are responsible for all applicable taxes that arise from or as a result of your subscription to the Platform or purchase of any Products.  To the extent that we charge for these taxes, they are calculated using the tax rates that apply based on the billing address you provide to us.  Such amounts are in addition to the Fees for such products and services and will be billed to your Authorised Payment Method.

8.9 If you are required by law to deduct or withhold taxes or charges from the amounts due to Scannable under the Agreement, you will ensure that the amount due to Scannable is increased so that the payment actually made to Scannable is the amount due to Scannable as if no such taxes or charges had been imposed.

9. TRIAL PERIOD
‍

9.1 If you choose to participate in a Trial, then subject to you providing an Authorised Payment Method and selecting an applicable Subscription Plan to take effect from the end of the Trial Period, Scannable will make the Platform available to you free of charge until the end of the Trial Period, whereupon the applicable Fee(s) for the selected Subscription Plan will be automatically charged to your Authorised Payment Method.

9.2 We reserve the right not to make the Trial generally available to you and to discontinue the Trial at any time in our sole discretion. 

9.3 Any Customer Data you enter into the Platform during the Trial will be permanently lost unless you subscribe for a Subscription Plan covering the same services offered to you during the Trial before the end of the Trial Period.

9.4 Notwithstanding anything contrary in this Agreement, any Trial made available to you is provided:

1. without giving any warranty and without our accepting any responsibility to you whatsoever; and 
2. for evaluation and demo-purposes only and not for production use.

10. INTELLECTUAL PROPERTY RIGHTS
‍

10.1 You acknowledge and agree that Scannable and/or persons associated with us and/or our or their licensors retains ownership of all Intellectual Property Rights in:

1. the Platform, the Sites, the Documentation, the Products and all other content on or relating to the Platform (other than the Customer Data);
2. the Scannable branding, trade names and trademarks (Scannable Branding);
3. the skills, know-how and methodologies used or acquired by us during the course of operating the Platform;
4. all modifications, enhancements and other developments to any of the above (including any improvements or knowledge developed by us while operating the Platform), whether or not recommended or suggested in whole or in part by you,

(together, the Scannable Content).  We will use and retain ownership of our own tools, equipment, software and employees, or will obtain the same from third party licensors and subcontractors, for the operation of the Platform and the provision of the Scannable Content.

10.2 You further acknowledge and agree that:

1. the Scannable Content is provided to you on a SaaS basis only, and not sold, assigned, or transferred to you;
2. except as expressly provided for in the Agreement, the Agreement does not grant you any rights to, or in, the Scannable Content; and
3. you must not use, copy, publish or reuse in any form or any means the Scannable Content without our express prior written consent.

10.3 You warrant and Scannable acknowledges and agrees that you own the Intellectual Property Rights in the Customer Data.  You grant Scannable a non-exclusive right to use the Customer Data for the limited purpose of performing our obligations and exercising our rights under the Agreement, and otherwise in the manner as expressly set out in the Agreement.  We may use, modify, display, distribute and create new material using the Customer Data to make the Platform available to you.

10.4 You agree that we may, where permitted at law, use, sell, license, reproduce, distribute and disclose any Analytical Data that is derived through your use of the Platform.

11. CONFIDENTIALITY
‍

11.1 Each party will keep the other party’s confidential information confidential and will not:

1. use any of the other party’s confidential information; or
2. disclose any of the other party’s confidential information in whole or in part to any third party,

except for the purpose of exercising or performing its rights and obligations under the Agreement and/or as expressly permitted by the Agreement (together the Permitted Purpose).

11.2 In relation to either party, confidential information means any and all information that is by its designation or nature confidential and which is obtained in the course of, or in connection with, the provision and use of the Platform.  Our confidential information includes all Intellectual Property owned by Scannable (including the code in the Platform and any Analytical Data), while your confidential information includes the Customer Data.  "Confidential information" does not include information which:

1. is or becomes generally available to the public (other than as a result of a breach by the receiving party of this clause 11);
2. was, is, or becomes, available to the receiving party on a non-confidential basis from a person who is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or
3. the parties agree in writing is not confidential or may be disclosed.

11.3 A party may disclose the other party’s confidential information to those of its officers, employees, contractors or professional advisors (Representatives) who need to know that confidential information for the Permitted Purpose, provided that:

1. it informs those Representatives of the confidential nature of the confidential information before disclosure; and
2. at all times, it is responsible for the Representatives’ compliance with the confidentiality obligations set out in this clause 11.

11.4 A party may disclose confidential information to the extent required by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of the disclosure as possible.

11.5 Each party will on demand and, in any event, on termination of the Agreement, deliver to the other party all confidential information and any other document supplied by or obtained from the other party.

11.6 This clause 11 will survive termination of the Agreement.

12. DISCLAIMERS AND LIABILITY
‍

12.1 To the extent permitted by law, we exclude all liability to you or any third party (whether arising in contract, tort (including negligence) or otherwise) for any loss, liability, damage, cost or expense however caused (whether direct, indirect or consequential, including loss of profits, loss of bargain and loss of data) in relation to:

1. the Platform and the Scannable Content (including in relation to any inaccuracies or omissions, warranties of merchantability, quality, fitness for a particular purpose, accuracy or availability); 
2. any third-party content displayed or made available on the Platform (including without limitation any errors or misstatements) or any third-party site linked on the Platform.

12.2 Without prejudice to the generality of clause 12.1, Scannable does not warrant:

1. that your use of the Platform will be uninterrupted or error-free or that the Platform is or will remain free of bugs;
2. that the Platform, Documentation and/or the information obtained by you through the Platform will always be available, either in its current form or at all;
3. that Scannable will support, maintain or continue to offer the Platform;
4. that the Platform, Documentation and/or the information obtained by you through the Platform will meet your requirements;
5. the accuracy, correctness, reliability and completeness of any information, analysis, calculation, or report provided through the use of the Platform (together referred to as Outputs). You acknowledge the Outputs are for informational purposes only, and that the assumptions used and figures generated are for purposes of illustration and reference only, and are subject to change depending on a variety of factors, which may not have been considered at the time the Outputs were created. To the maximum extent permitted by law, Scannable will not be liable for any form of loss or damage, arising out of or in connection with your reliance on and use of the Outputs. You agree that you will not rely solely on the Outputs and will carry out your own analysis (other than by using the Platform) to verify the accuracy, correctness, reliability and completeness of the Outputs; nor
6. that the Platform is appropriate or available for us in all countries or that the content satisfies the laws of all countries.

12.3 You acknowledge that Scannable:

1. may from time to time rely on the provision of services by third parties (including payment providers such as Stripe, and data centre, electricity, telecommunications and/or outsourced service providers) in order to provide the Platform or the Products (Third Party Providers) and that the Platform and the Products may be subject to limitations, delays and other problems inherent in the use of such services provided by Third Party Providers;
2. does not make any warranty or representation on the continuing availability of the services provided by the Third Party Providers; and
3. will not be responsible for any delays, delivery failures, or any other loss or damage arising out of or in connection with any services provided by Third Party Providers, including any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet.

12.4 Except as expressly set out in the Agreement, the Platform and the Documentation are provided on an “as is” basis and all representations, conditions or warranties (whether express or implied, statutory or otherwise, and including warranties of merchantability and fitness for a particular purpose) in respect of the Platform and Documentation are expressly excluded.

12.5 You will indemnify Scannable against all costs, losses, expenses and damages arising out of or in connection with:

1. any claims against Scannable resulting from your, and Permitted Users’, use of the Platform and the Documentation; and
2. any breach by you of the Agreement.

12.6 Scannable's liability arising out of all claims for loss or damage under the Agreement will in any event not exceed in aggregate an amount equal to the Fees actually received by Scannable from you in the 12 months prior to the time the liability arises.

12.7 Nothing in these Terms shall affect your statutory rights which are granted to you by law and which cannot be changed by us.  In particular, the Consumer Guarantees Act 1993 (CGA), the Fair Trading Act 1986 (FTA) and other statutes may impose warranties, conditions or obligations on us which cannot by law (or which can only to a limited extent by law) be excluded.  We otherwise exclude all such imposed warranties, conditions or obligations to the extent permitted by law and exclude any warranty, condition or obligation imposed or implied under common law, equity or otherwise.

12.8 Where you use the Platform and/or acquire Products from us for the purposes of a business, you acknowledge and agree that:

1. you are using the Platform and/or acquiring the Products covered by these Terms for the purposes of a business in terms of sections 2 and 43(2) of the CGA;
2. the Platform and/or the Products are supplied and acquired in trade for the purposes of the FTA and the parties agree to contract out of sections 9 (Misleading and deceptive conduct generally), 12A (Unsubstantiated representations), and 13 (False or misleading representations) of the FTA; and
3. all warranties, conditions, and other terms implied by the CGA, or by sections 9, 12A, and 13 of the FTA, are excluded from these Terms to the fullest extent permitted by law and the parties further acknowledge and agree that it is fair and reasonable that the parties are bound by this clause.

13. TERM AND TERMINATION
‍

13.1 The Agreement will, unless otherwise specified in the Special Terms, commence on the date you first subscribe to use the Platform and will continue and be automatically renewed at the end of your then-current Subscription Plan, unless and until:

1. Scannable gives you not less than three months' notice of termination either via the Platform or by email to your Administrator, in which case the Agreement will terminate on the effective date specified in that notice; or
2. you give Scannable notice of termination either via the Platform or by email not less than three months before the end of the then-current Subscription Plan, in which case the Agreement will terminate upon the expiry of the then-current Subscription Plan; or
3. otherwise terminated in accordance with the provisions of the Agreement,

13.2 Either party may terminate the Agreement if the other party:

1. is in material breach of the Agreement and fails to remedy such breach within 10 Business Days of receiving notice from the other party specifying the breach and requiring it to be remedied; or
2. goes into liquidation or has a receiver or statutory manager appointed over any of its assets, becomes insolvent or makes any arrangement with creditors.

13.3 Scannable may terminate the Agreement if you fail to pay your Fees in accordance with clause 7.

13.4 On termination of the Agreement for any reason:

1. all licenses granted under the Agreement will immediately terminate and you must cease using the Platform and the Documentation;
2. Scannable may destroy or otherwise dispose of any of the Customer Data in its possession, unless Scannable receives, no later than 10 days after the effective date of termination, a written request from you for access to the most recent version of the Customer Data in Scannable's possession. If Scannable receives such notice, Scannable will use reasonable commercial endeavours to allow you to export the Customer Data in a format specified by Scannable within 30 days of receipt of such written request; and
3. the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, will not be affected or prejudiced.

13.5 If you terminate the Agreement under clause 13.1(b) or Scannable terminates the Agreement under clause 13.2, you will:

1. not be entitled to a refund of any Subscription Fees pre-paid to Scannable for unused access to the Platform; and
2. be liable to pay the Subscription Fees on a prorated basis for each day up to and including the date of termination of the Agreement to the extent that you have not paid for the use of the Platform on those days.

14. DISPUTES
‍

14.1 If a dispute arises under or in connection with the Agreement (the Dispute), a party may not commence any court or other formal proceedings relating to the Dispute unless it has complied with the following paragraphs of this clause 13, except where the party seeks urgent interlocutory relief.

14.2 A party claiming a Dispute has arisen must give written notice to the other parties specifying the nature of the Dispute (a Dispute Notice). On receipt of a Dispute Notice, the parties will use their best endeavours to resolve the Dispute.

14.3 If, despite the efforts made pursuant to clause 13.2, the Dispute is not resolved within 10 Business Days (or within such longer period agreed as the parties may agree in writing) any party may, by giving written notice to the other parties, require the Dispute to be submitted to arbitration. The arbitrator will be appointed by the parties or, if the parties cannot agree on an arbitrator within 10 Business Days of the written notice requiring arbitration, an arbitrator will be appointed, on application of any party, by the President of the New Zealand Law Society within a further five Business Days. Each party will bear its own costs of the arbitration and will contribute equally to the cost of the arbitrator.

14.4 Pending resolution of a Dispute, the parties must continue to perform their obligations under this Agreement.

15. FORCE MAJURE
‍

15.1 Scannable will have no liability to you under the Agreement if Scannable is prevented from, or delayed in, performing their obligations under the Agreement, or from carrying on Scannable's business, by acts, events, omissions or accidents beyond Scannable's reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Scannable or any other party), failure of a utility service or transport or telecommunications network or service of a Third Party Provider, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, epidemic, pandemic or related government mandate. Scannable will notify you of such an event and its expected duration as soon as reasonably possible.

16. GENERAL
‍

16.1 Any notice to be given under the Agreement must be made in writing, by email, personal delivery or by post sent to the email or address designated in writing by each party for that purpose from time to time and marked for the attention of the designated person or office holder (if any). Any communication by email will be deemed to be received when transmitted to the correct email address of the recipient with no indication of incomplete transmission. Any other communication in writing will be deemed to be received when left at the specified address of the recipient or on the third Business Day following the date of posting.

16.2 You will not assign, transfer, novate or otherwise deal with the Agreement or any of your rights or obligations under the Agreement, whether in whole or in part, without Scannable's prior written consent. Scannable may assign, transfer, novate or otherwise deal with the Agreement or any of its rights or obligations under the Agreement, whether in whole or in part, without your prior written consent.

16.3 You acknowledge and agree that any Related Company of Scannable may perform any of Scannable's obligations, or grant any of the rights licensed by Scannable to you, under this Agreement on Scannable's behalf.

16.4 The Agreement constitutes the entire agreement of the parties about its subject matter and supersedes any previous understanding or agreements on that subject matter.

16.5 The Agreement will not be deemed to create a partnership, joint venture or agency relationship of any kind between the parties.

16.6 A provision or a right under the Agreement may not be waived except in writing signed by the party granting the waiver.

16.7 If any provision of the Agreement is held to be invalid or unenforceable the remaining provisions of the Agreement will not be affected and will remain in full force and effect.

16.8 A party may exercise a right, power or remedy under the Agreement at its discretion, and separately or concurrently with another right, power or remedy. A single or partial exercise of a right, power or remedy by a party under the Agreement does not prevent a further exercise of that or of any other right, power or remedy.

16.9 The Agreement is governed by the laws of New Zealand. The parties submit to the non–exclusive jurisdiction of New Zealand courts in respect of any dispute or proceeding arising out of the Agreement.

Thank you for reading to the end of these terms.