Last revised and effective as of: 31 March 2023
A link to SuiteFiles’ Customer Terms and Conditions can be found here.
A link to SuiteFiles’ Privacy Policy can be found here.
1. Application of Terms
1.1
A SuiteFiles Customer has provided the Connect Service End-User (“you” and “your”) with access to the Service and the Content, through the Connect Service. By accessing and/or using the Service, you accept agree to be bound by these Terms and your ongoing access and use of the Service is subject to these Terms.
1.2
These Terms constitute the complete and exclusive statement of the agreement between SuiteFiles and you in relation to your access to and use of the Service.
1.3
SuiteFiles may modify these Terms from time to time. You can keep track of changes to these Terms by referring to the version and the date last updated at the top of these Terms. Your ongoing access to, and use of, the Service indicates your acceptance of the amended Terms.
1.4
The Customer accepts SuiteFiles’ current terms of use applicable to the Service (including, where applicable, the Connect Service and/or Digital Signing Service under the Customer’s Selected subscription tier).
1.5
If the Terms are not acceptable to you, you should immediately cease using the Service.
2. Definitions
2.1
In these Terms, unless the context otherwise requires:
Content means the data and content within the Service;
Customer means the customer that has registered to use the SuiteFiles Connect Service or on whose behalf that registration was made;
Intellectual Property includes all copyright, trademarks, designs, patents, domain names, concepts, know-how, trade secrets, logos and all other similar property and rights existing anywhere in the world whether registered or unregistered;
SaaS Systems means, as the context permits, the software used by SuiteFiles to provide the Service and/or the equipment on which that software is installed (whether this is SuiteFiles software or equipment or is third party software or equipment);
Service means the SuiteFiles software-as-a-service offering and service (and where applicable, the Connect Service under the Customer’s Selected Subscription Plan) and related service features supplied by SuiteFiles and selected by the Customer by agreement with SuiteFiles or an Authorised Partner or at the Purchase Location, as modified from time to time by SuiteFiles; and
Terms means these Connect Service End-User Terms.
3. Provision of Services
3.1
You agree to only access and use the Service and the Content for the purpose for which the Customer has provided you with access to the Service and the Content.
3.2
You agree not to do any of the following, or attempt to do so:
- (a) copy, alter, modify, reverse assemble, reverse compile, reverse engineer or enhance the SaaS Systems;
- (b) access or use the Service in a manner that is detrimental or could be detrimental to the access or use by other users accessing the Service;
- (c) access or use any part of the Service or the Content that the Customer has not provided you with access to, or that you know the Customer did not intend you to have access to;
- (d) re-sell, rent, lease, transfer, sublicense or otherwise transfer rights to the Service;
- (e) access or use the Service other than in a manner other than could be reasonably intended or anticipated by SuiteFiles;
- (f) access or use the Service in order to access any software, documentation, information or other materials belonging to SuiteFiles or its other customers, other than the Content to which the Customer has expressly authorised you to access;
- (g) access or use the Service using a bot or any other form of automation;
- (h) access or use the Service in any way that could interrupt, damage, diminish the speed of or otherwise interfere with the use of the Service for other SuiteFiles customers or their users, whether deliberately or not; or
- (i) do any act which would or might invalidate or be inconsistent with SuiteFiles’ Intellectual Property rights.
3.3
You must keep all login details for the Service confidential and not share your login details with any other person.
3.4
You must comply with all applicable laws in your use of the Service, including if you upload any Content into the Service.
3.5
You must not do anything which causes the Customer to breach the SuiteFiles Customer Terms and Conditions , available at https://www.suitefiles.com/terms-and-conditions/.
3.6
You must ensure that you are entitled to, and have all appropriate authorisations and consents to, upload any Content into the Service, and are entitled to permit SuiteFiles to use and process that Content in accordance with the agreement between SuiteFiles and the Customer.
3.7
Where you become aware of a data security breach including but not limited to, the access or disclosure of the Content to a third party other than the Customer where the access or disclosure occurs through bypassing the security mechanisms of the SaaS Systems and/or or Services, you must notify SuiteFiles as soon as practicable, and in any event within 24 hours.
3.8
You must not use or attempt to use the Service:
- (a) for any illegal purposes;
- (b) to damage, harm or interfere with the running of the Service;
- (c) to infringe the privacy rights of any person; or
- (d) for any automated means (including bots) to access information in the Service.
3.9
SuiteFiles may suspend your access to the Service at any time if SuiteFiles considers it necessary to ensure compliance with these Terms, its agreement with the Customer or any applicable law.
3.10
The Customer may limit your access to the Service at any time.
3.11
Any personal information you provided to SuiteFiles through use of the Service will be collected, used, held and disclosed in accordance with SuiteFiles Privacy Policy , available via https://www.suitefiles.com/suitefiles-privacy-policy/.
4. Warranties and Limitation of Liability
4.1
The Service, and all information on the SuiteFiles’ website is provided on an “as is” basis and all warranties and conditions, either express or implied by statute, common law or otherwise, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose, are excluded to the extent permitted by law. To the maximum extent permitted by law, SuiteFiles makes no warranty that the Service will be available on an uninterrupted or error-free basis.
4.2
To the maximum extent permitted by law, SuiteFiles will not be liable to you for any direct, indirect, incidental, special or consequential damages or for any damages whatsoever resulting from loss of profits, revenue, data or use, incurred by your or any third party, whether in contract, tort or otherwise, arising from your access to, or use of, the Service.
5. General Provisions
5.1
These Terms constitute the complete and exclusive statement of the agreement between the parties, superseding all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject matter of these Terms.
5.2
Waiver: No delay or failure by SuiteFiles to exercise any powers, rights or remedies under these Terms will operate as a waiver of them nor will any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them.
5.3
Partial invalidity: If any provision of these Terms or its application to any party or circumstance is or becomes invalid or unenforceable to any extent, the remainder of these Terms and its application will not be affected and will remain enforceable to the greatest extent permitted by law.
5.4
Independent contractor: SuiteFiles is in all respects independent of the End-User. Nothing in these Terms constitutes either party a partner, agent, employee or joint venture of the other.
5.5
Suspension: SuiteFiles may suspend performance of its obligations under these Terms for so long as it is unable to perform for reasons outside of its control.
5.6
Variation: Any variation to these Terms must be agreed in writing by the Parties, except as otherwise provided for in these Terms.
5.7
Most of your concerns can be resolved quickly and to everyone’s satisfaction by contacting SuiteFiles at support@suitefiles.com. Where SuiteFiles is unable to resolve your concern informally or to your satisfaction, you agree not to initiate proceedings by arbitration or in court unless you have complied with the Dispute Resolution procedure set out in SuiteFiles’ General Terms of Use.
5.8
These Terms are governed by the laws of New Zealand and the parties submit to the non-exclusive jurisdiction of the courts of New Zealand.
