The following terms are defined here and may be used throughout the proceeding content:
- Xtracta Limited (“supplier”,”we” or ”us”). The company, registered in New Zealand and trading as “Xtracta” providing services that relate to this agreement.
- The customer (“you” or ”user”). The entity with a direct commercial relationship to the supplier including all of its agents including but not limited to employees, consultants, customers, users or directors.
- Services include all services, commercial or otherwise that the supplier provides to the customer. This may include utilization of provided software, information, transfer of data, use of advice, support or help or any other service provided by the supplier to the customer. The service includes all relevant tools required for service delivery including but not limited to computer hardware, software, communications access or otherwise.
- Services do not have to be paid for, any person who uses or consumes any service is considered a customer.
- When the customer uses the supplier’s services, the customer enters into a legally binding agreement with the supplier. This document sets out the Terms and Conditions of Service (the “Terms”) governing your access to and use of the supplier’s services.
- You must accept the Terms prior to using any aspect of the supplier’s services.
- These terms may be changed at any time and it is the customer’s responsibility to ensure they are familiar with the terms as are active at any point in time.
- By using any aspect of the Supplier’s services, the customer is deemed to have fully accepted the Terms. If you do not agree with any aspect of the Terms, you must stop using the website and the supplier services immediately. You are bound by these Terms until you terminate your relationship with the supplier.
- You are only permitted to use the Supplier’s services in accordance with these Terms.
- Unless we agree with you in writing that any individual or several term(s) and/or condition(s) are different from those contained with this document, you are bound by all aspects of the Terms when using the Supplier’s services.
- In order to gain access to Supplier’s services, you will be required to give the Supplier certain information about yourself. You agree and warrant that any information you provide is entirely accurate, complete and up to date. You are responsible for maintaining and updating that information when any changes occur to ensure its on-going accuracy.
- It is your responsibility to maintain all access and data transfer information is secret and secure and to keep your account(s) secure against unauthorized access. The supplier is not responsible for nor can it be held liable for any unauthorized access whatsoever.
- You are solely responsible for your conduct and the conduct of any users and activity that occurs under your account. This includes activity that you do not expressly or by implication authorize. This includes all activities that may take place by any entity under your account beyond the scope of your agents including but not limited to customers, developers or testers.
- If any unauthorized activity occurs on your account, you should immediately notify the Supplier.
- You agree to only use the Supplier’s services for purposes that are permitted by the Terms and any applicable law, regulation or generally accepted practices or guidelines in your relevant jurisdiction.
- You agree to only access the Supplier’s services through the interface and access methods provided by and promoted by the supplier. You shall not access nor attempt to access and use any of our services through any automated means including, but not limited to, scripts, robots, or web crawlers.
- The customer will not use or attempt to use any access method to any part of the service they are not authorized to use.
- You shall not upload, post, transmit, store or otherwise make available content that contains software viruses or any other computer code, files or programs that could interrupt, destroy or limit the functionality of the service, the supplier and any related parties.
- You shall not assign your rights (wholly or in part) to use our services to another. You shall not allow another entity to have a security interest over your rights to use our services, or otherwise transfer or trade any part of your rights to use our services to another entity.
- You agree that you are solely responsible for any breach of your obligations under the Terms and for the consequences of any such breach. This includes breaches arising from unauthorized access to your account. You agree to indemnify the Supplier for any losses arising from such a breach.
- If you decide to stop utilizing the service, which you are entitled to do so at any time the supplier must be notified in writing for a period no less than 1 month from the point at which you wish to stop utilizing the service.
Provision of Services by the Supplier
- The Supplier shall perform and provide any and all of its services to you. The Supplier may change its services or add new features in the future. You acknowledge that and agree that the nature and form of the services provided by The Supplier may change without prior notification.
- You acknowledge and agree that the services of the Supplier are provided on an “as is” and “as available” basis without any warranties. The Supplier does not warrant that the site and its services will be provided on a continuous, uninterrupted, or timely basis. Services may be affected by numerous factors, some of which are outside our control (including but not limited to: a malfunction of equipment or software, issues with internet access , power loss, natural disaster, conflict or deliberate actions by any entity to disrupt any or all of the aforementioned including where such party has legal jurisdiction to do this). The Supplier may also take its services down in order to apply updates and improve the services provided.
- The Supplier provides no warranties that its service will be free from errors, bugs, viruses or otherwise. This includes both the utilization of the service and any other impact such scenarios would have on the customer or their operations, goodwill, customer compliance or other legal obligations.
- You acknowledge that the Supplier may suspend or discontinue, without prior notice to you, any or all of its services, making them unavailable to you or other users. Any such decision is made at the sole discretion of the Supplier.
- The supplier provide no guarantees about the accuracy of the data that enters, is outputted from, is manipulated or extracted from any source within the service. This includes all displayed data, that is any data seen by the customer is not guaranteed to be correct or accurate. The supplier provides absolutely no warranties for any of the data that transitions through or is any way part of the service considering the service in a complete entirety and data being any electronic information.
- The supplier provides a paid service that is based upon “plans” or “subscriptions” which constitute either a volume limitation, feature limitation or any other rule or multiple of the aforementioned list. Plans are billed in advance and the supplier reserves the right to instigate, apply and enforce any payment terms for these services. The customer is responsible to meet these terms or the terms of service termination.
- Where a paid service that is not a plan or subscription is provided, the supplier reserves the right to enforce any agreed value of this service and can choose (and enforce) payment terms of its choosing.
- The supplier may change the fees and charges in effect or add new fees and charges from time to time. The supplier endeavors to attempt notification in advance before any alteration to charges for plans are introduced but this is not guarenteed. You will be required to opt-in to any new prices or accept any suggested plan changes enforced upon you.
- All plan volume utilization or service utilization compared to a particular plan are fully monitored by the supplier and the supplier provides no warranties that their level of monitoring is correct. Where the level of monitoring is not correct and is corrected, and this then requires a customer to alter their plan should they no longer be within the limitations of their current plan the supplier will work with the customer to resolve the issue however the supplier reserves the right to enforce plan limitations in such a situation.
- The name that will appear on your statement will be the supplier’s name, legal or trading.
- No refunds will be offered.
- The delivery time target from when an order for paid services has been placed to when it is available is 1-5 business days.
- You acknowledge and agree that the Supplier may use all your data such as field values, document layouts etc. and that these may be shared throughout the supplier’s organization. Under no circumstances will specific information from your documents be shared beyond the supplier unless authorized by the customer or legally required for the supplier to do so.
Service/Intellectual Property Right Ownership
- You acknowledge and agree that the supplier is the sole proprietor of all legal rights and titles to its services, including, but not limited to any intellectual property rights associated with our services. This ownership applies whether or not those rights are registered and wherever in the world the rights may exist.
- All intellectual property rights in the Data (as between the parties) remains the property of the Licensee. The Licensee grants the Supplier a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Data. The Licensee must arrange all consents and approvals that are necessary for the Supplier to use, store, copy, modify, make available and communicate the Data as described in this clause.
- You acknowledge that all website designs, scripts, code, slogans, logos, all documentation and other parts of the service relating to the provision or promotion of the suppliers services is solely the intellectual property of the supplier. Any and all such works are protected under relevant copyright legislation.
- You shall not use any of the suppliers trade names, services marks, logos, domain names and other distinctive brand or services features other than in accordance with the supplier’s expressed consent.
- You shall not attempt to duplicate, change, create a derivative work of, reverse engineer or otherwise in any way copy with any near similarity any part of the supplier’s services, promotional material or strategies.
- These clauses remain in force indefinitely, even after you terminate your relationship with the supplier.
Limitation of Liability
- To the extent permitted by law, the supplier and its employees, contractors and agents exclude all express or implied warranties, guarantees and conditions under statute or general law in connection with any part of the service provided.
- You agree to release the supplier and our employees, contractors and agents from all liabilities, actions, costs and expense incurred or suffered by you in connection with the use of our services by you or your employees, contractors and agents, regardless of how those are caused.
- In addition to all previous clauses, you agree that the supplier will not be liable for any special, indirect, consequential or economic loss or damage of any nature incurred or suffered by you in connection with your use of the website or our services, regardless of how those are caused.
- The supplier shall not be liable or responsible for any reliance you place on the completeness, accuracy, or existence of any material provided by the supplier or the service and representations made by partners and third parties or the outcomes of relationships and transactions you may have with partners and third parties
- The supplier shall not be liable or responsible for any harm or damage caused to you resulting from changes the Supplier makes to its services or from any temporary or permanent cessations of its services.
- These exclusion of liability clauses remain in force after you terminate your relationship with the Supplier.
Termination of your relationship with the Supplier
- All clauses within these Terms will continue to apply until or the supplier terminates the relationship.
- The supplier may decide to terminate its legal agreement with you under several circumstances:
- If you have not adhered to any or all of the clauses in the Terms or it appears that you do not intend to or are unable to comply with any aspect of the Terms. The decision of whether or not you intend to or are unable to comply will be solely at the discretion of the supplier.
- If the supplier is required to by law.
- If the supplier wishes to end the provision of such services
- In the event that a dispute between the customer and supplier arises, you agree to use all reasonable endeavors to resolve the dispute directly with the supplier before any external mediation, arbitration or legal action is pursued.