2.0 USE OF SERVICES

2.1 We grant you the right to access and use the Services via the Website. This right is non-exclusive, non-transferable, and limited by and subject to these Terms. Nothing in these Terms prevents us from providing the Services to any other person.

2.2 You must not resell or make available the Services to any third party, or otherwise commercially exploit the Services.

2.3 Whilst we intend that the Services will be available 24 hours a day, seven days a week, we do not warrant that the use of the Services will be uninterrupted or error free. On occasion, the Services or Website may be unavailable to permit maintenance or other development activity to take place. If for any reason, we interrupt the Services for longer periods than we would normally expect, we will use reasonable endeavours to publish in advance details of such activity on the Website.

3.0 EQUIPMENT

3.1 Unless we expressly state otherwise, we own the Equipment at all times and you must not:

(a) remove the Equipment from your premises or remove or replace any connections to the Equipment without our prior written consent;

(b) sell, lease, dispose of, lend or otherwise part with possession of, or modify in any way, the Equipment;

(c) use the Equipment for any purpose other than using the Services;

(d) deface, obliterate or remove any label or mark which identifies our ownership of the Equipment; or

(e) do any other act which may adversely affect or prejudice our ownership of the Equipment.

3.2 You must use the Equipment in accordance with our instructions (which we may alter from time to time by notice to you).

3.3 Unless we expressly agree otherwise, you must immediately return the Equipment to us or one of our authorised agents on termination of the Services.

3.4 You will be liable for any loss (including by fire) or theft of, or damage however caused to, the Equipment during the term of the Services and while it remains in your possession (if longer).

3.5 These Terms apply to any additional equipment that we provide to you to enable the Services, or any of our other services.

3.6 The Equipment includes designs and software that is confidential Intellectual Property. You have a limited licence to use that Intellectual Property only within the Equipment and only for the term of the Services, and for the purpose of, these Terms. You must not copy, reproduce, decompile, create derivative works of, reverse engineer, modify, sublicense, distribute or use for any other purpose either the Equipment or the software in the Equipment or attempt, or authorise or permit any other person, to do so.

3.7 If we request, you must provide us with reasonable access to your premises, or any other location that you own or lease, in order to maintain, replace or repossess any Equipment or where we have reasonable grounds to believe that you are not complying with your obligations under these Terms.

3.8 We may at any time in our absolute discretion require that you exchange any Equipment for any new equipment that we provide or specify. We may also download new software to, and retrieve information from, the Equipment at any time without notice to you.

3.9 You will ensure that any passwords or PIN numbers we allocate you or you select are kept secret and are only disclosed to authorised members of your business. You are responsible for any charges incurred using the Equipment and/or your PIN.

4.0 YOUR OBLIGATIONS

4.1 Payment obligations: We, or an authorised product reseller, will issue you an invoice for the Fees issued each month in accordance with the details set out in the Fee Schedule. We will continue invoicing you in accordance with the Fee Schedule until the Services are terminated in accordance with clause 10.0.

4.2 Invoices: All invoices will be sent to you, or to a billing contact whose details are provided by you, by email. Payment of all amounts specified in an invoice must be paid in accordance with the Fee Schedule. You are responsible for payment of all taxes and duties in addition to the Fees.

4.3 General obligations: You must only use the Services and Website for your own lawful internal business purposes, in accordance with these Terms and any notice sent by us or condition posted on the Website. You may use the Services and Website on behalf of others or in order to provide services to others but if you do so you must ensure that you are authorised to do so and that all persons for whom or to whom services are provided comply with and accept all terms of these Terms that apply to you.

5.0 ACCESS CONDITIONS

5.1 Security of usernames and passwords: You must ensure that all usernames and passwords required to access the Services are kept secure and confidential. You must immediately notify us of any unauthorised use of your passwords or any other breach of security and we will reset your password and you must take all other actions that we reasonably deem necessary to maintain or enhance the security of our computing systems and networks and your access to the Services.

5.2 Conditions of use: As a condition of these Terms, when accessing and using the Services, you must not:

(a) attempt to undermine the security or integrity of our computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;

(b) use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;

(c) attempt to gain unauthorised access to any materials other than those to which you have been given express permission to access or to the computer system on which the Services are hosted;

(d) transmit, or input into the Website, any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which you do not have the right to use);

(e) attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation; or

(f) attempt to use program scripting to login into the standard website interface and scrape data from the website pages (not attempt to automate the standard login or process of viewing data using scripts (or any other method) under any circumstance).

5.3 Usage Limitations: Use of the Services may be subject to limitations, including but not limited to monthly transaction volumes and the number of calls you are permitted to make against our application programming interface. Any such limitations will be advised.

5.4 Services not uninterrupted or error free: Because we rely on networks and equipment that we do not own or control, we do not warrant that the use of the Services will be uninterrupted or error free. The operation and availability of the systems used for accessing the Services, including cellular services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. We are not in any way responsible for any such interference or prevention of your access or use of the Services.

5.5 Communication Conditions:

(a) As a condition of these Terms, if you use any communication tools available through the Website (such as any forum, chat room or message centre), you agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which you do not have the right to use).

(b) When you make any communication on the Website, you represent that you are permitted to make such communication. We are under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services. As with any other web-based forum, you must exercise caution when using the communication tools available on the Website. However, we do reserve the right to remove any communication at any time in its sole discretion.

5.6 Indemnity: You agree to indemnify use against: all claims, costs, damage and loss arising from your breach of any of these Terms or any obligation you may have to us, including (but not limited to) any costs relating to the recovery of any Fees that are due but have not been paid by you.

6.0 CONFIDENTIALITY AND PRIVACY

6.1 Confidentiality: Unless the relevant party has the prior written consent of the other or unless required to do so by law:

(a) Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.

(b) Each party’s obligations under this clause 6.0 will survive termination of these Terms.

(c) The provisions of clauses 6.1(a) and 6.1(b) shall not apply to any information which:

i. is or becomes public knowledge other than by a breach of this clause 6.0;

ii. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;

iii. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or

iv. is independently developed without access to the Confidential Information.

6.2 Privacy: We maintain a privacy policy that sets out the parties’ obligations in respect of personal information. You should read that policy at www.gsdhq.io/privacy/ and you will be taken to have accepted that policy when you accept these Terms.

7.0 INTELLECTUAL PROPERTY

7.1 General: Title to, and all Intellectual Property in the Services, the Website and any documentation relating to the Services remain the property of GSD (or its licensors).

7.2 Ownership of Data: Title to, and all Intellectual Property in, the Data remains the property of GSD. Your access to the Data is contingent on full payment of the Fees when due. You grant us a royalty-free licence to use, copy, transmit, store, and back-up your information for the purposes of enabling you to access and use the Services and for any other purpose related to the provision of Services to you.

7.3 Backup of Data: We will maintain copies of all Data inputted into the Services. We adhere to best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but do not make any guarantees that there will be no loss of Data. We expressly exclude liability for any loss of Data no matter how caused.

7.4 Third-party applications and your Data: If you enable third-party applications for use in conjunction with the Services, you acknowledge that we may allow the providers of those third-party applications to access the Data as required for the interoperation of such third-party applications with the Services. We shall not be responsible for any disclosure, modification or deletion of the Data resulting from any such access by third-party application providers.

8.0 WARRANTIES AND ACKNOWLEDGEMENTS

8.1 Authority: You warrant that where you have registered to use the Services on behalf of another person, you have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Services you bind the person on whose behalf you act to the performance of any and all obligations that you become subject to by virtue of these Terms, without limiting your own personal obligations under these Terms.

8.2 Acknowledgement: You acknowledge that:

(a) You are authorised to use the Services and the Website and to access the information and the Data on the Website, including any information or Data input into the Website by any person you have authorised to use the Services. You are also authorised to access the processed information and the Data that is made available to you through your use of the Website and the Services (whether that information is your own or that of anyone else).

(b) We have no responsibility to any person other than you and nothing in these Terms confers, or purports to confer, a benefit on any person other than you. If you use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:

i. You are responsible for ensuring that you have the right to do so;

ii. You are responsible for authorising any person who is given access to information or the Data, and you agree that we have no obligation to provide any person access to such information or the Data without your authorisation and may refer any requests for information to you to address; and

iii. You will indemnify us against any claims or loss relating to:

a. Our refusal to provide any person access to your information or the Data in accordance with these Terms;

b. Making available information or the Data to any person with your authorisation.

(c) The provision of, access to, and use of, the Services is on an “as is ” basis and at your own risk.

(d) We are not your engineer and use of the Services does not constitute the receipt of engineering advice. If you have any engineering questions, please contact an engineer.

(e) It is your sole responsibility to determine that the Services meet the needs of your business and are suitable for the purposes for which they are used.

(f) You remain solely responsible for complying with all applicable building codes, Resource Management Act and other laws. It is your responsibility to check that storage of and access to the Data via the Services and the Website will comply with laws applicable to you.

8.3 No warranties: We give no warranty about the Services. Without limiting the foregoing, we do not warrant that the Services will meet your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.

8.4 Consumer guarantees: The Services are not intended for consumer use (i.e. use for personal, family or household purposes). You warrant and represent that you are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.

9.0 LIMITATION OF LIABILITY

9.1 Exclusion: To the maximum extent permitted by law, we exclude all liability and responsibility to you (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, insights and reports) or damage resulting, directly or indirectly, from any use of, or reliance on, the Services or Website.

9.2 Limitation: If you suffer loss or damage as a result of our negligence or failure to comply with these Terms, any claim by you against us arising from our negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Fees paid by you in the previous 12 months.

9.3 Sole remedy: If you are not satisfied with the Services, your sole and exclusive remedy is to terminate these Terms in accordance with Clause 10.0.

10.0 TERMINATION

10.1 Prepaid Subscriptions: We will not provide any refund for any remaining prepaid period for a prepaid Fees subscription.

10.2 No-fault termination: These Terms will continue for the period covered by the Fees paid or payable under clause 4.1. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided you continue to pay the prescribed Fees in accordance with the Fee Schedule, unless either party terminates these Terms by giving at least 3 months’ advance written notice. If you elect to terminate these Terms by providing 3 months’ advance written notice, you shall be liable to pay all relevant Fees up to and including the day of termination of these Terms.

10.3 Breach: If you:

(a) Breach any of these Terms and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;

(b) Breach any of these Terms and the breach is not capable of being remedied or any payment of the Fees that are not paid in full in accordance with the requirements set out in the Fee Schedule); or

(c) You or your business become insolvent or your business goes into liquidation or has a receiver or manager appointed of any of its assets or if you become insolvent, or make any arrangement with your creditors, or become subject to any similar insolvency event in any jurisdiction,

We may take any or all of the following actions, at our sole discretion:

(d) Terminate these Terms and your use of the Services and the Website;

(e) Suspend for any definite or indefinite period of time, your use of the Services and the Website;

(f) Suspend or terminate access to all or any Data and removal of all Equipment from your premises; and/or

(g) Take either of the actions in sub-clauses (d), (e) and (f) of this clause 10.3 in respect of any or all other persons whom you have authorised to have access to your information or Data.
For the avoidance of doubt, if payment of any invoice for the Fees due in relation to the Services is not made in accordance with the requirements set out in the Fee Schedule, we may: suspend or terminate your use of the Services or your rights of access to all or any Data.

10.4 Accrued Rights: Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of these Terms you will:
(a) remain liable for any accrued charges and amounts which become due for payment before or after termination; and

(b) immediately cease to use the Services and the Website.

10.5 Survival: Clauses 4.1, 5.6, 6.0, 7.0, 8.0, 9.0, 10.0, and 11.0 survive the expiry or termination of these Terms.

11.0 General

11.1 Entire agreement: These Terms, together with our Privacy Policy and the terms of any other notices or instructions given to you under these Terms, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between you and us relating to the Services and the other matters dealt with in these Terms.

11.2 Waiver: If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

11.3 Delays: Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause 11.3 does not apply to any obligation to pay money.

11.4 No Assignment: You may not assign or transfer any rights to any other person without our prior written consent.

11.5 Governing law and jurisdiction: These Terms, and any dispute relating to these Terms or the Services, are governed by and must be interpreted in accordance with the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with these Terms or the Services.

11.6 Severability: If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of these Terms will be binding on the parties.

11.7 Notices: Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to us must be sent to support@gsdhq.io or to any other email address notified by email to you by us. Notices to you will be sent to the email address which you provided when setting up your access to the Services.

11.8 Rights of Third Parties: A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms