TERMS &
CONDITIONS
Welcome to iTrade, we offer an online and in-field software as a service (SaaS) application designed primarily for companies who need to transfer data between office and field staff, schedule jobs and collect payment using mobile EFTPOS applications, and interface to new or existing invoicing systems.
These terms of trade are intended to explain our obligations as a service provider and your obligations as a customer. We ask that you read them carefully and discuss with us any points that need clarification.
These terms of trade are binding on any use of any applications we provide and apply to you from the time that we provide them.
Our applications may evolve over time. We reserve the right to change these terms at any time, effective upon the posting of modified terms and we will make every effort to communicate these changes to you via email or via the website. It is your obligation to ensure that you have read, understood and agree to the most recent terms available on the Website.
By the use of any of our applications, you acknowledge that you have read and understood these terms of trade and have the authority to act on behalf of any person or company for whom you are using our applications. You are deemed to have agreed to these terms of trade on behalf of any entity for whom you use the applications.
Terms of Trade
1. Definitions
“Agreement”
means these terms of trade.
“Applications”
means the software as a service that we provide for you to use. It also means any other services, devices or programmes that we provide for you to use.
“Confidential Information”
includes all information exchanged between the parties to this agreement, whether in writing, electronically or orally, including the applications but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
“Data”
means any data input by you or with your authority into Our Applications.
“Fee”
means the monthly fee (excluding any taxes and duties) payable by you for the use of Our Applications (which we may change from time to time on notice to you).
“Intellectual Property Right”
means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how, screen layouts and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
“Website”
means the Internet site at the domain www.itrade.net or any other site operated by iTrade.
“We, Us, Our or iTrade”
means iTrade.Net Ltd and all current and future global subsidiaries of iTrade.Net Ltd.
“You or Your”
means the person who uses any of our Applications and, where the context permits, includes any entity on whose behalf that person registers to use our Applications, and any person or organisation that uses our Applications with the authorisation of that person or entity.
iTrade grants You the right to access and use Our Applications. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. We need to make it clear that any payments You make to Us are so that You may use Our Applications, You do not purchase Our Applications and You do not own them.
2. Use of Applications
iTrade grants You the right to access and use the Applications on the condition that You comply fully with all aspects of these terms and conditions at all times.
3. Your Obligations
Payment obligations:
You must pay Us monthly for the previous month when using Our Applications. Late payment may cause the loss of use of Our Applications by You without notice. You will be liable for all costs of recovery for moneys owing to Us including interest charged at 2% per month for any outstanding amounts owed to Us.
General obligations:
You must only use Our Applications for Your own lawful internal business purposes, in accordance with these terms of trade and any notice sent to You by iTrade or any condition posted on Our Website.
Access conditions:
You must ensure that all usernames and passwords required to access Our Applications are kept secure and confidential. You must immediately notify Us of any unauthorised use of Your passwords or any other breach of security.
As a condition of these terms of trade, when accessing and using Our Applications, You must:
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not attempt to undermine the security or integrity of Our Applications, computing systems or networks or, where Our Applications are hosted by a third party, that third party’s computing systems and networks;
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not use, or misuse, Our Applications in any way which may impair the functionality of Our Applications or Website, or other systems used to deliver Our Applications or impair the ability of any other user to use Our Applications or Website;
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not transmit, or input into Our 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);
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not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer Our Applications.
Communication Conditions;
As a condition of these terms of trade, if You use any communication tools available through Our Website (such as but not limited to 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 Our Applications, 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 Our Applications, 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).
When You make any communication on Our Website, You represent that You are permitted to make such communication. We are under no obligation to ensure that the communications on Our Website are legitimate or that they are related only to the use of Our Applications. As with any other web-based forum, You must exercise caution when using the communication tools available on Our Website. However, We do reserve the right to remove any communication at any time at Our sole discretion.
Indemnity.
You indemnify iTrade against: all claims, costs, damage and loss arising from Your breach of any of these terms of trade or any obligation You may have to iTrade, including, but not limited to, any costs relating to the recovery of any fees that are due but have not been paid by You.
4. Confidentiality And Privacy
Confidentiality:
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these terms of trade. 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 of trade.
You acknowledge that every aspect of Our Applications are confidential, including but not limited to the features, layout and screen shots and you will not show or in any way disclose these to any other party except Your staff who will use Our Applications. You also agree to take steps to ensure no other parties within your company will disclose this information to any other party.
As all Our Applications are confidential, only those who pay the Fee have the right to view Our Applications. Competitors need to note Our screen shots and features are subject to copyright and patents.
Each party’s obligations under this clause will survive termination of these terms of trade.
Privacy:
Your data is owned by You.
iTrade will not sell, give, offer or in any way divulge Your private or business information to any other party except that which is required in the day to day use of or improvements to Our Applications, or in the case where You authorise same.
iTrade will take steps to keep Your data private and iTrade staff will not access Your data unless requested by You or for purposes of reviewing operational processes, or testing.
5. Intellectual Property
General:
Title to, and all Intellectual Property Rights in Our Applications and Our Website and any documentation relating to same remain the property of iTrade.net Ltd.
Ownership of Data:
Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of Your account with iTrade. You grant iTrade the rights to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Applications and for any other purpose related to provision of services to You.
Backup of Data:
It is Your responsibility to maintain copies of all Data inputted into Our Applications. We adhere to best practice policies and procedures to prevent data loss, but do not make any guarantees that there will be no loss of Data. iTrade expressly excludes liability for any loss of Data no matter how caused.
Third-party applications and your Data.
If You enable third-party applications for use in conjunction with Our Applications, You acknowledge that We may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with Our Applications. iTrade shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.
6. Warranties And Acknowledgements Authority:
You warrant that where You have registered to use Our Applications on behalf of another person, You have the authority to agree to these terms of trade on behalf of that person and agree that by using Our Applications 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 of trade, without limiting Your own personal obligations under these terms of trade.
Acknowledgement: You acknowledge that:
You are authorised to use Our Applications and Website and to access the information and Data that You input into them, including any information or Data input into Our Applications by any person you have authorised to do so. You are also authorised to access the processed information and Data that is made available to You through Your use of Our Applications (whether that information and Data is Your own or that of anyone else).
iTrade has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use Our Applications or access Our Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
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You are responsible for ensuring that You have the right to do so;
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You are responsible for authorising any person who is given access to information or Data, and you agree that iTrade has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address; and
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You will indemnify iTrade against any claims or loss relating to:
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iTrade’s refusal to provide any person access to Your information or Data in accordance with these terms of trade,
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iTrade’s making available information or Data to any person with Your authorisation.
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The provision of, access to, and use of, Our Applications are on an “as is ” basis and at Your own risk.
iTrade does not warrant that the use of Our Applications will be uninterrupted or error-free. Among other things, the operation and availability of the systems used for accessing Our Applications, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to Our Applications. iTrade is not in any way responsible for any such interference or prevention of Your access or use of Our Applications.
iTrade is not Your IT provider and the use of Our Applications does not constitute the receipt of IT advice.
It is Your sole responsibility to determine that Our Applications meet the needs of Your business and are suitable for the purposes for which they are to be used.
You remain solely responsible for complying with all applicable tax and other laws. It is Your responsibility to check that storage of and access to Your Data via Our Applications and Website will comply with laws applicable to you (including any laws requiring you to retain records).
No warranties:
iTrade gives no warranty about Our Applications. Without limiting the foregoing, iTrade does not warrant that Our Applications 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.
Consumer guarantees:
You warrant and represent that You are acquiring the right to use Our Applications 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 Our Applications or Website or these terms of trade.
7. Limitation Of Liability
To the maximum extent permitted by law, iTrade excludes 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, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, Our Applications or Website.
If you suffer loss or damage as a result of iTrade’s negligence or failure to comply with these terms of trade, 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 monthly fees paid by You in the previous 12 months.
Any claim you wish to make against Us for any reason must be done so in writing and within 14 days of You being aware of the events leading to the claim occurring or within 90 days of the events occurring. Any claim made outside these periods will be null and void.
8. Termination Trial policy
You are free to stop using Our Applications or Website at any time by giving Us one month’s written notification and ensuring your account is paid in full. Sixty days after the last payment is received all Your data may be permanently deleted including all backups. Data may also be permanently deleted 365 days after an accounts last log in. To be clear, "Permanently deleted" data includes deletion of all backups of the data and no retrievement is possible,
Prepaid Subscriptions
iTrade will not provide any refund for any remaining prepaid period upon Your cancellation.
Breach: If You:
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breach any of these terms of trade (including, without limitation, by non-payment of any Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
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breach any of these terms of trade and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3 or any payment of Fees that are more than 30 days overdue); or
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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,
iTrade may take any or all of the following actions, at its sole discretion:
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Terminate this Agreement and Your use of Our Applications and Website;
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Suspend for any definite or indefinite period of time, Your use of Our Applications and Website;
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Take either of the above actions in respect of any or all other persons whom You have authorised to have access to Your information or Data; or
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Suspend or terminate access to all or any Data.
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Take legal action against you.
For the avoidance of doubt, if payment of any invoice for Fees due in relation to any of Your Billing Contacts, Billing Plans or any of Your Organisations (as defined at clause 3) is not made in full by the relevant due date, We may: suspend or terminate Your use of Our Applications or Website, the authority for all or any of Your Organisations to use Our Applications, or Your rights of access to all or any Data.
Accrued Rights:
Termination of these terms of trade is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:
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remain liable for any accrued charges and amounts which become due for payment before or after termination; and
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immediately cease to use Our Applications and Website.
9. Help Desk Technical Problems:
In the case of technical problems, You must make all reasonable efforts to investigate and diagnose problems before contacting iTrade. If you still need technical help, please check the support provided online by Us on the Website or failing that email us at support@itrade.net
Service availability:
Whilst iTrade intends that Our Applications should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place.
If for any reason iTrade have to interrupt access to Our Applications for longer periods than We would normally expect, We will use reasonable endeavours to publish in advance details of such activity on the Website.
10. General Entire agreement:
These terms of trade and the terms of any other notices or instructions given to You under these terms of trade, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and iTrade relating to Our Applications and the other matters dealt within these terms of trade.
Waiver:
If either party waives any breach of these terms of trade, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Delays:
Neither party will be liable for any delay or failure in performance of its obligations under these terms of trade if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
No Assignment:
You may not assign or transfer any rights to any other person without iTrade’s prior written consent.
Governing law and jurisdiction:
If the information or Data You are accessing using Our Applications and Website is solely that of a person who is a tax resident in New Zealand at the time that You accept these terms of trade then New Zealand law governs this Agreement and You submit to the exclusive jurisdiction of the courts of New Zealand for all disputes arising out of or in connection with this Agreement. If the information or Data You are accessing using Our Applications and Website is solely that of a person who is tax resident in Australia at the time that You accept these terms of trade then Australian law governs this Agreement and You submit to the exclusive jurisdiction of the courts of Australia for all disputes arising out of or in connection with this Agreement. In all other situations, this Agreement is governed by the laws of New Zealand and You hereby submit to the exclusive jurisdiction of the courts of New Zealand for all disputes arising out of or in connection with this Agreement.
Severability:
If any part or provision of these terms of trade 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 this Agreement will be binding on the parties.
Notices:
Any notice given under these terms of trade by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to iTrade must be sent to support@itrade.net 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 Our Applications.
Rights of Third Parties:
A person who is not a party to these terms of trade has no right to benefit under or to enforce any term of these terms of trade.