“Agreement” or“Terms”means these StockUnify Terms and Conditions and includes any notices, policies, guidelines or conditions sent to You by Rui Automation or posted on its Website.
“Access Fee”means the monthly or annual fee (excluding any taxes and duties) and any applicable one-time-service fees payable by You in accordance with the fee schedule set out on the Website and as agreed by you for the Services.
“Affiliates”means any entity that directly or indirectly controls, is controlled by, or is under common control with You (for example, one of Your subsidiaries).
“Billing Contact”means Your nominated contact entity and address for billing purposes.
“Confidential Information”means any information which the disclosing party identifies as confidential or which ought reasonably to be considered confidential because of its nature and the manner of its disclosure, including Subscriber Data and information about the disclosing party’s business plans, technical data, but excluding information which is, or becomes, publicly available or that is already known by, or rightfully received by, the other party other than as a result of a breach of an obligation of confidentiality.
“Data”means any photos, images, videos, graphics, written content, audio files, code, information or data inputted or uploaded by You (including by an Invited User and where You have subscribed to the Services via StockUnify) into the Website processed or made available to You or others as a direct result of Your use of the Services and the Website.
“Intellectual Property Right”means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
“Invited User”means a unique individual authorised by You to use the Services for Your benefit in accordance with this Agreement, including Your employees,representatives, contractors and agents and the employees, representatives, contractors and agents of Your Affiliates (if any).
“Loss”means all liabilities, expenses, losses, damages and costs (including legal costs) and expenses, howsoever arising.
“Maximum Total Invited Users”means the maximum number of Invited Users as specified on your chosen Subscription or as subsequently varied from time to time by agreement with the StockUnify support team.
“StockUnify”means Rui Automation Limited.
“Renewal Date”means the date (monthly or annual) on which Your Subscription renews.
“Renewal Period”means the period for which You agree to subscribe to the Services and for which You agree to prepay the Access Fees (either monthly or annually) as specified in Your Subscription.
“Services”means the online business inventory management and other Rui Automation platforms/products that You have subscribed.
“Renewal Period”means the period for which You agree to subscribe to the Services and for which You agree to prepay the Access Fees (either monthly or annually) as specified in Your Subscription.
“Subscription Term”means the initial period (monthly or annual) for which you agree to subscribe to the Services and for which you agree to prepay the Access Fees as specified in Your Subscription, together with each subsequent Renewal Period (unless terminated earlier in accordance with the terms of this Agreement).
“Website” means the website operated by or on behalf of Rui Automation Limited at https://www.stockunify.com associated with the sale and marketing of products and services through the website.
“We”and/or “Us” means Rui Automation Limited.
“Subscriber”, “You” and “Your” means the person or the company or other legal entity who is identified as the Subscriber. This can also be known as the “Account Owner”. Means the person who registers to use the Service, and where the context permits, includes any entity on whose behalf that person registers to use the Service.
“Your Organisations”means an organisation that You have added as a subscriber to the Services or that has been added with Your authority or as a result of Your use of the Services.
Welcome to the terms and conditions of use of our Website. Please take the time to read our terms and conditions with care as you will be bound by such terms. By using and/or visiting the Website and subscribe to our products, you acknowledge that you have read these terms and conditions, and further you agree to these terms and the Privacy Notice both published and available on our Website.
We are a web based business primarily involved in arranging and facilitating the use of inventory management software mainly through subscription packages.
2.1
Rights to access and use the Services:
StockUnify grants You the right to access and use the Services (including to authorise Invited Users to access and use the Services) via the Website in accordance with Your Subscription type. This right is non-exclusive and limited by, and subject to, the terms of this Agreement. You acknowledge and agree that, subject to any applicable laws:
a)
the Subscriber determines who is an Invited User and what level of access each Invited User has to the Services, Website and Data (up to the applicable Maximum Total Invited Users);
b)
the Subscriber is responsible for all Invited Users’ use of the Services and the Website (whether authorised by the Subscriber or not);
c)
the Subscriber controls each Invited User’s level of access to the Services, Website and Data at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be;
d)
Invited Users’ user names and passwords may not be shared or used by more than one individual and the Subscriber may only re-assign access rights to a new individual user where an existing Invited User no longer requires the rights to access and use the Services and Website; and
e)
if there is any dispute between a Subscriber and an Invited User regarding access to any Services, Website or Data, the Subscriber shall decide what access or level of access to the relevant Services, Website or Data that Invited User shall have, if any.
2
Our right to make changes to the Services:
StockUnify may modify the Services from time to time, including by adding or deleting features and functions, as we continually improve our Services and Website and the experience we offer You. You acknowledge that StockUnify does not control changes made by third party product providers to their products and that these types of changes may impact the functionality of the Services.
3.1
Payment obligations:
a)
An invoice for the Access Fee will be issued:
i. monthly or annually in advance (depending on Your Subscription type) at the beginning of Your Subscription Term and subsequently on each Renewal Date; or
ii. where We offer, and You select, an annual subscription with monthly billing, monthly in advance during Your Subscription Term.
b)
All invoices will include the Access Fee for the corresponding period of use (including any one-time-service fees that shall be payable in lump sums). StockUnify will continue invoicing You monthly or annually in advance (as the case may be) until this Agreement is terminated in accordance with clause 12.
c)
All StockUnify invoices will be sent to You, or to a Billing Contact whose details are provided by You. You must pay or arrange payment of all amounts specified in any invoice within five (5) days of the invoice date. You are responsible for payment of all applicable taxes and duties in addition to the Access Fees.
d)
If any invoiced amount remains unpaid after the payment due date then StockUnify may charge You late payment interest calculated at a daily rate of 8%.
e)
If StockUnify has to spend money collecting overdue amounts from You then You will reimburse StockUnify for those costs.
f)
As part of providing payment information, You consent for the selected method of payment, and that information provided, to be stored and used for processing future scheduled or unscheduled payments due to StockUnify under these Terms.
3.2
Variations to Access Fees:
The Access Fee will remain fixed during the initial period of Your Subscription Term or the relevant Renewal Period (as applicable). StockUnify reserves the right to increase the Access Fees for the Services on 30 days’ written notice to You with any such increase to then take effect on the first Renewal Date following the end date of such notice period.
3.3
Preferential pricing or discounts:
You may from time to time be offered preferential pricing or discounts for the Access Fees as a result of the number of Your Organisations. Eligibility for such preferential pricing or discounts is conditional upon Your acceptance of responsibility for payment of Access Fees in relation to all of Your Organisations. Without prejudice to any other rights that StockUnify may have under these Terms or at law,StockUnify reserves the right to render invoices for the full (non-discounted) Access Fees due or suspend or terminate Your use of the Services in respect of any or all of Your Organisations in the event that any invoices for those Access Fees are not paid in full by You to StockUnify by the due date for payment.
3.4
General obligations:
You are solely responsible for Your use of the Services and Website and for Your Data and for ensuring at all times that Your use of the Services and Website and Your Data is compliant with applicable laws and regulations. You must only use the Services and Website for Your own lawful internal business purposes, in accordance with these Terms and any notices, policies, guidelines or conditions sent to You by StockUnify or posted on the Website.
3.5
Access conditions:
a)
You must ensure that all usernames and passwords (including any passwords allocated to Invited Users) required to access the Services and Website are kept secure and confidential. You must immediately notify StockUnify of any unauthorised use of Your passwords or any other breach of security and StockUnify will reset Your password(s) and You must take all other actions that StockUnify reasonably deems necessary to maintain or enhance the security of StockUnify’s computing systems and networks (including the Website) and Your access to the Services.
b)
When accessing and using the Services You must not:
i. attempt to undermine the security or integrity of StockUnify’s computing systems or networks (including the Website) or, where the Services are hosted by a third party, that third party’s computing systems and networks;
ii. use, or misuse, the Services in any way which may impair the functionality of the Services, Website or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website, including by misusing the Services in a manner that materially exceeds reasonable usage or use patterns over any month or by using the Services in a malicious, fraudulent or unlawful manner;
iii. 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;
iv. transmit, input or upload to 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); or
v. 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.
3.6
Usage reviews:
You agree that StockUnify may review Your use of the Services at any time during the Subscription Term, and You will provide any reasonable assistance to verify Your compliance with this Agreement as we may request. StockUnify may suspend Your rights to access and use of the Services (including Your rights to access any of Your Data) immediately upon written notice if we determine that Your use of the Services (including any of Your Data) breaches this Agreement (without limiting any other rights or remedies StockUnify may have).
4.1
The Website, and the products and services provided by us are on “as is” and “as available” basis. We do not warrant that the products or services provided by us will be necessarily available for the times required by you and specifically will not be liable to you or any third party for the unavailability of any product or services referred to on the Website.
4.2
Whilst StockUnify intends the Services should be available 24 hours a day, seven days a week, it is possible on occasions, the Services or Website may be unavailable to permit maintenance or other development activity to take place. If for any reason StockUnify or its suppliers have to interrupt the Services for longer periods than StockUnify would normally expect, StockUnify will use reasonable endeavours to publish in advance details of such activity on the Website.
5.1
We reserve the right, at our sole discretion, to make corrections to information on the Website, or to change, modify, add or remove any portion of these terms, in whole or in part, at any time. Notification of changes will be posted on the Website and will be effective when posted.
6.1
We may change, suspend or discontinue any aspect of the Website at any time, including the availability of any Website feature, database, or content. Limits may also be imposed on certain features and services of the Website or associated software with the Website, and we may restrict or cancel your access to parts or all of the Website without notice or liability on us.
7.1
The Website and all intellectual property rights owned or held by us in respect of our business are reserved. All photographic and other intellectual property associated with the Website to the maximum extent at law, is protected by copyright as a collective work and/or compilation, pursuant to New Zealand and international conventions, and other copyright laws. Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of StockUnify (or its licensors).
7.2
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 the StockUnify Access Fees when due and any re-establishment fee due and payable under clause 3.1. You grant StockUnify a licence to use, copy, transmit, store, and back-up Your Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of Services to You. For the avoidance of doubt, this licence is without limitation to StockUnify’s right to create anonymised data compilations or similar works based on Your Data.
7.3
You must maintain copies of all Data inputted or uploaded into the Website. StockUnify adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. StockUnify expressly excludes liability for any loss of Data (including Data archived pursuant to clause 8) no matter how caused.
7.4
When You input any Data onto the Website you agree and acknowledge that You are responsible for ensuring the accuracy of Data inputted into the Website by You or by any person on Your behalf. StockUnify is under no obligation to ensure that Your Data in the Website is an accurate representation of Your actual business data and recommends that You perform a full stock take to ensure Your Data represents an accurate representation of Your actual stocks and products.
7.5
You agree by using our Website that you will abide by any and all additional copyright notices, information, or restrictions contained in any content on the Website.
7.6
You may not modify, reproduce, republish, upload, post, transmit or distribute in any manner the content of the Website. The copying or the storage of any content is expressly prohibited without our prior written permission, or where applicable the copyright holder.
a)
Where:
i. You choose to discontinue Your Services in accordance with clause 12.1;
ii. either party terminates this Agreement in accordance with clause 12.3;
iii. StockUnify suspends or terminates this Agreement in accordance with clause 12.4 and clause 12.5; or
iv. StockUnify otherwise suspends and/or terminates Your right to access to the Services and/or the Website in accordance with this Agreement, then it is Your responsibility to extract Your Data from the Website prior to the effective date of such suspension or termination. Following the effective date of suspension or termination, StockUnify reserves the right, in StockUnify’s sole discretion, to either (i) delete Your Data or (ii) archive Your Data for a period of time of up to 90 days (upon the expiry of which time StockUnify may delete Your Data).
b)
If StockUnify has chosen to archive Your Data and if Your Services are subsequently re-established within the archive period then StockUnify will restore Your access to the archived Data provided that You pay StockUnify in advance:
i. all arrears of Your unpaid Access Fee over the period that the Data was archived; and
ii. a re-establishment fee or such other amount as determined by StockUnify in StockUnify’s sole discretion and notified to You.
c)
Where your right to access and use the Services and Website has been terminated and Rui Automation has (in its sole discretion) chosen to archive Your Data, if You omitted to extract Your Data prior to the effective date of such termination and You subsequently notify us that You require access to Your Data then StockUnify will temporarily restore Your access to the archived Data provided that You re-subscribe to the Services for a month and that You pay StockUnify the associated Access Fee together with a one- off administration fee of such amount as determined by StockUnify in StockUnify’s sole discretion and notified to You.
d)
You acknowledge that any Data that may be archived and restored under this clause will include StockUnify inventory data but may exclude integration and other StockUnify Services data.
9.1
You acknowledge and consent to us using cookies to enable us to retrieve user details in connection with the website.
9.2
If you do not agree to these terms and conditions of use, you may not access or otherwise use this Website. Further information about cookies used by us can be found on our Privacy Notice.
10.1
You represent, warrant and covenant that you shall not use the Website in any manner which:
a)
restricts any user from using the Website; or
b)
may constitute a criminal offence or give rise to a civil liability in any way; or
c)
competes with the software and/or services supplied by us through the Website; or
d)
uploads to our Server or transmits any data which contains any software viruses or any malicious code designed to interrupt, destroy or limit the functionality and operation of the Website; or
e)
is in breach of these terms and conditions, or any applicable law or regulation; or
f)
may be to our detriment or any of the providers of products or services displayed on the Website.
10.2
Data:
You represent and warrant that:
a)
You have obtained all necessary consents and are otherwise authorised to input or upload the Data that You input or upload to the Website, including any Data inputted or uploaded to the Website by any Invited User; and
b)
You are similarly authorised to access the processed Data that is made available to You through Your use of the Website and the Services, in each case, whether the inputted or uploaded Data is Your own or that of anyone else.
10.3
Where you have registered to use the service on behalf of another person, you agree that you have the authority to act on their behalf and agree to these terms, conditions and obligations. You bind that person or entity to any and all obligations subjects to these terms without limiting your own personal obligations under these terms.
10.4
Rights of third parties / access to Data:
a)
You acknowledge and agree that StockUnify has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person that is enforceable against us by any person (including Your Affiliates) other than You.
b)
If You use the Services or access the Website on behalf of or for the benefit of anyone other than Yourself, You agree that:
i. You are responsible for ensuring that You have the right to do so;
ii. In the case of a third person requiring access to Your Data (other than an Invited User), You are responsible for authorising any such person to access Your Data, and You agree that StockUnify has no obligation to provide any such person with access to Your Data without Your prior written authorisation (and may refer any third party access requests for information to You to address); and
iii. You will indemnify StockUnify against any Loss arising out of or in connection with StockUnify’s refusal to provide such third persons with access to Your Data and/or StockUnify enabling access by such third persons to Your Data where this has been done with Your written authorisation.
10.5
Acknowledgements and disclaimers:
You acknowledge and agree that StockUnify gives no warranty about the Services and Website and, without limiting the foregoing:
a)
The provision of, access to, and use of, the Services and the Website is on an “as is” basis and at Your own risk.
b)
StockUnify does not warrant that the use of the Services or the Website will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service and the Website, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services and the Website. StockUnify is not in any way responsible for any such interference or prevention of Your access or use of the Website and Services.
c)
Services provided, provisions of, access to, and use of the services is known to be on an “as is” basis and you enter into this agreement at your own risk.
d)
The use of the Services does not in any way constitute the receipt of accounting advice. Accounting questions should be directed to a certified accountant.
e)
StockUnify does not warrant that the Services or the Website will meet Your requirements or that the Services or the Website will be suitable for any particular purpose. It is Your sole responsibility to determine that the Services and the Website 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 accounting, tax and other laws. It is Your responsibility to check that storage of and access to Your Data via the Website will comply with laws applicable to You (including any laws requiring You to retain records).
g)
You are solely responsible for assessing the correct taxes you should charge Your customers.
10.6
No implied warranties:
To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including warranties of merchantability and fitness for purpose, title and non-infringement.
10.7
Consumer protection laws:
You warrant and represent that You are acquiring the right to access and use the Services and Website 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. None of the statutory guarantees provided under the Consumer Guarantee Act 1993 (NZ) will apply, and to the fullest extent of the law we exclude any liability of any kind (whether in contract, tort or otherwise) by you, or any person or entity claiming through us.
11.1
Indemnity:
You indemnify StockUnify against all Losses that StockUnify incurs arising out of or in connection with:
a)
Your breach of any of these Terms;
b)
any claims of tax authorities of any country, state, province or other jurisdiction in relation to the taxes levied on sales to Your customers; and/or
c)
any third party claims against StockUnify relating to Your Data or otherwise to Your use of the Services or Website.
11.2
StockUnify is not responsible:
To the maximum extent permitted by law, StockUnify will not be liable to You (or any other person) in contract, tort (including negligence), or otherwise, for any Losses (whether direct or indirect) arising out of, or in connection with, Your use of, or reliance on, the Services or Website or otherwise arising out of or in connection with these Terms.
11.3
In no event shall we, our subsidiaries and affiliates, or their respective officers, directors, employees, or agents, be liable to you for any direct, indirect, incidental, special, punitive or consequential damages whatsoever resulting from any errors, mistakes, or inaccuracies of content, personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Website, or products or services supplied by us, or any unauthorised access to or use of servers and/or any and all information stored, any interruption or cessation of transmission to or from the website, any bugs, viruses, or other harmful components which may be transmitted to or through our Website by any third party, and/or any loss or damage of any kind incurred as a result of your use of any content posted, emailed, transmitted, or otherwise made available via the Website, whether based on warranty, contract, tort or otherwise or whether or not the company is advised of the possibility of such damages. The foregoing limitation of liability shall apply to the fullest extent permitted by law.
11.4
You specifically acknowledge that we shall not be responsible for your use of the Website or any content or information produced in relation to the Website and that the risk of harm and/or damage rests with you.
11.5
The Website, including all content, software, functions, materials and information made available on or accessed through the website, is provided on an “as is” basis and to the fullest extent permissible by law, we and our subsidiaries, affiliates and their respective officers, directors, employees and agents make no representation or warranties of any kind whatsoever for the content on the Website, or the functions made accessible through the website or for any products or services or links to third parties websites or for any breach of security associated with the transmission of sensitive information through the website or any linked site.
11.6
We and our subsidiaries and affiliates and their respective directors, employees and agents disclaim any express or implied warranties, including, without limitation, merchantability or fitness for the particular purpose for which the products or services were intended. We do not warrant that the functions contained in the website or any materials or content contained therein will be uninterrupted or error free or free of inaccuracies, that defects will be corrected or that the website or the server is free of viruses or other harmful components.
11.7
If, notwithstanding clause 11, StockUnify is determined to have any liability to You (or any third party) arising out of or in connection with these Terms, StockUnify’s liability in respect of any one incident, or series of connected incidents, will be limited to an amount equal to the Access Fees paid by You in the three (3) months preceding the first such incident.
12.1
Trial policy:
When You first sign up for access to the Services You can evaluate the Services for a period of 14 days, with no obligation to continue to use the Services.
12.2
Modifications by You to Your subscription:
You may only reduce Your subscribed Services to a lower level subscription lesser Service by providing StockUnify with written notice at least ten (10) days prior to the next Renewal Date and where You have not used the Service or Website features that are not available in the lower level subscription. The change to Your subscription will then take effect on that Renewal Date. You may change Your subscribed Services by adding additional Services or Invited Users or otherwise increasing Your subscription levels at any time.
12.3
No-fault termination:
The Subscription Term will renew automatically at the end of the initial period of Your Subscription Term and then subsequently at the end of each Renewal Period and the Access Fee for that month or year (as applicable) will continue to be due and payable in advance (in accordance with clause 3.1), unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the initial subscription period or the relevant Renewal Period (as applicable). If insufficient notice is given then:
a)
if Your subscription renews on a monthly basis, Your subscription will not be cancelled until the next Renewal Date;
b)
if Your subscription renews on an annual basis then, provided Your notice is received by StockUnify no later than seven days following the Renewal Date, StockUnify will accept Your notice of cancellation and will refund the Access Fees already paid by You in relation to the new Renewal Period. If Your notice is received by StockUnify more than seven days after the Renewal Date then StockUnify will accept Your notice of cancellation and may then choose (in its sole discretion) to refund some or all of the Access Fees already paid by You that relate to the unused portion of the new Renewal Period. Where We offer and You have selected an annual subscription with monthly billing then if your notice is received by StockUnify during the initial period of Your Subscription Term or more than seven days after the Renewal Date then StockUnify may invoice You for some or all of the Access Fees that relate to the unused portion of the initial subscription period or the new Renewal Period (as applicable).
c)
These Terms will continue for the period covered by the Access Fee paid or payable under clause 3.1. 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 Access Fee when due, unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period. If You terminate these Terms, You shall be liable to pay all relevant Access Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of these Terms.
12.4
Overdue:
Access Fees are paid in advance, however in the event that Your account becomes overdue this must be settled within five (5) days otherwise StockUnify reserves the right to suspend Your subscription and Your rights to access the Services, Website and the Data and to charge a reactivation fee to reinstate Your account (equal to the cost of a one month subscription). The Billing Contact will be notified once an account becomes overdue. For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any of Your Billing Contacts, Billing Plans or any of Your Organisations is not made in full by the relevant due date, StockUnify may suspend or terminate Your use of the Service, the authority for all or any of Your Organisations to use the Service, or Your rights of access to all or any Data.
12.5
Breach:
If You:
a)
breach any of these Terms (including by non-payment of any Access Fees) and do not remedy the breach within five (5) days after receiving notice of the breach if the breach is capable of being remedied; or
b)
breach any of these Terms and the breach is not capable of being remedied; or
c)
You are declared bankrupt or You become bankrupt, insolvent, or You go into liquidation or a receiver or manager is appointed over any of Your assets, or You make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction, then (without limiting StockUnify’s suspension rights at clause 12.4 above) StockUnify may take any or all of the following actions, at its sole discretion:
i. terminate this Agreement and Your right to access and use the Services and the Website;
ii. suspend, for any definite or indefinite period of time, Your right to access and use of the Services and the Website;
iii. suspend or terminate Your access to any or all Data through the Website; or
iv. delete Your Data.
12.6
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 this Agreement 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.
12.7
In its sole discretion, StockUnify has the right to suspend or terminate your account and refuse any and all current or future use of the Service for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture of all data in your Account. StockUnify reserves the right to refuse service to anyone for any reason at any time.
12.8
Refund Policy:
StockUnify does not provide refunds if You decide to stop using the Services and accessing the Website at any time during Your Subscription Term. No refund will be provided by StockUnify for any remaining prepaid period for a prepaid access fee subscription. This clause shall prevail if there is a conflict with any other clauses of this Terms and conditions.
13.1
Neither We nor any of our directors, officers or agents represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed or distributed through the Website relating to the products and Services displayed on the Website, or on Websites which are linked to us. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at your sole risk.
13.2
Whilst all reasonable effort has been made to ensure the accuracy of the information provided on the Website, such information is subject to the disclaimers contained in these terms and conditions.
14.1
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 expressly contemplated by these Terms or, where StockUnify is the recipient, in order to provide the Services to You.
14.2
Each party’s obligations under this clause will survive termination of these Terms.
14.3
You acknowledge that transmission to and from the Website may not be confidential and your communication may be read or intercepted by others. You acknowledge that by submitting information to us, no confidential, fiduciary, contractually implied or other relationship is created between you and us other than pursuant to these terms and conditions which include by reference to our Privacy Notice. If You are subject to the territorial scope of the Regulation (EU) 2016/679 (GDPR), You agree that You are a “data controller” and that StockUnify is a “data processor” (as those terms are defined in the GDPR) and that the terms of the Data Processor Agreement form part of this Agreement.
15.1
These terms and conditions shall be governed by and construed in accordance with the laws of New Zealand. you agree to submit to the non-exclusive jurisdiction of the High Court of New Zealand.
16.1
We shall not be liable for delay or failure to perform our obligations where any such delay or failure is beyond our reasonable control, or where force majeure event occurs. A force majeure event (inter alia) refers to by fire, flood, storm, earthquake, explosion, accident, Act of God, natural disaster, strikes, lockout, labour disputes or shortages, electric or communication failure, or any act or governmental regulation.
17.1
This Agreement constitutes the entire agreement between us and you with respect to your use of the Website and the Services provided.
18.1
If for any reason a court of competent jurisdiction finds any provision in these terms and conditions, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Agreement, and the remainder of this Agreement shall continue in full force and effect.
19.1
You agree that you have read the terms of our Privacy Notice governing the collective use and sharing of personal and non-personal information and expressly consent to the terms of the Privacy Notice.
20.1
Youareentirelyresponsibleforanyactiondonebyyouoranypersonauthorisedbyyou under your account with us, or in respect of any password created by you to access or enter online on the Website.
20.2
You should take all necessary steps to protect your password or login details. We cannot be held responsible if you lose your password or it is inappropriately used by a third party without your permission. If you believe that your password is being used in an unauthorised manner then you should inform us so that we can work with you to try and resolve that issue.
21.1
You acknowledge and agree to the use of electronic communication in order to enter into contracts, place orders, to provide information, and to receive from us notices and records of transactions.
22.1
All Notices relating to your subscription, the Website, or our products or services must be given via the Website. We will provide all notices to you via our Website.
23.1
If you access the Website outside of New Zealand, you do so at your own risk and are responsible for the law of your jurisdiction. Information submitted to the Website or incorporated with any of our Services will be deemed to be transferred to our server and be governed by the laws of New Zealand and you irrevocably agree to such transfer.
24.1
Technical Problems:
In the case of technical problems, please make all reasonable efforts to investigate and diagnose problems before contacting Us. If You still need technical help, please check the support provided online by Us on the Website.
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