Last updated 2 July 2020
SuiteFiles Digital Signing Service End-User Terms
A SuiteFiles Customer has provided you with access to their SuiteFiles Digital Signing Service which enables the Customer and the Recipient (“you”) to digitally sign documents.
You are not obliged to use the Service.
By accessing the Service as a Recipient, you accept and agree to these Terms.
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.
SuiteFiles may modify these Terms from time to time. You can keep track of changes to SuiteFiles’ terms by referring to the version and the date last updated at the top of the terms. Your ongoing access to, and use of, the Service indicates your acceptance of the amended Terms.
You agree to only access and use the Service for the purpose for which the Customer has provided you with access to the Service.
All defined (bold) terms used in these Terms have the meaning given to those terms as follows:
- Audit Log means the auditable items for a record (including confirmation of signing) made available for a Source File, through use of the Service;
- Customer means the customer that has registered to use the SuiteFiles Digital Signing 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 whether registered or unregistered;
- Recipient means the recipient of a Service Document transmitted by the Customer using the Digital Signing Service;
- SaaS Systems means the SuiteFiles applications and services provided to the Customer;
- Service means the SuiteFiles Digital Signing service provided by SuiteFiles to the Customer;
- Service Document means a Source File together with the Audit Log for that Source File;
- Signed File means any agreement or other file digitally signed using the Service by the Customer and/or the Recipient; and
- Source File means any agreement or other document uploaded to the Service by the Customer;
SuiteFiles’ only role is to provide the Service. SuiteFiles has no involvement in any Source File, Signed File or Service Document and accepts no responsibility or liability in respect of the content or otherwise, except to the extent of providing the Service.
You agree not to do any of the following, or attempt to do so:
- copy, alter, modify, reverse assemble, reverse compile, reverse engineer or enhance the SaaS Systems;
- 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;
- 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;
- re-sell, rent, lease, transfer, sublicense or otherwise transfer rights to the Service;
- access or use the Service other than in a manner other than could be reasonably intended or anticipated by SuiteFiles;
- access or use the Service using a bot or any other form of automation;
- 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 of the SaaS Systems for other SuiteFiles customers or their users, whether deliberately or not; or
- do any act which would or might invalidate or be inconsistent with SuiteFiles intellectual property rights.
You must ensure that you are entitled to and have authority to access the Source Files and Service Documents uploaded by the Customer.
You must keep all login details for the Service confidential and not share your login details with any other person.
You must not do anything which causes the Customer to breach its agreement with SuiteFiles.
Where you become aware of a data security breach including but not limited to, the access or disclosure of the Service to a third party other than the Customer where the access or disclosure occurs through by passing the security mechanisms of the SaaS Systems, you will notify SuiteFiles as soon as practicable (within 24 hours).
You must comply with all applicable laws in your use of the Service including but not limited to, not using or attempting to use the Service:
- for any illegal purposes;
- to damage, harm or interfere with the running of the Service;
- to infringe the privacy of any person; or
- for any automated means (including bots) to access information in the Service.
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.
The Customer may revoke your access to the Service at any time.
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.
The availability of the Service is dependent on factors outside of SuiteFiles control including without limitation, the availability of telecommunications networks and as such SuiteFiles makes no warranty that the Service will be available on an uninterrupted or error-free basis.
In no event will SuiteFiles be liable 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.
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.
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.
You may not assign these Terms, in whole or in part, without SuiteFiles prior written consent, and any assignment without such consent is null and void.
SuiteFiles reserves the right to assign the benefit of the whole or part of any of its rights under these Terms to any third party.
These Terms are governed by the laws of New Zealand and the Customer and the parties submit to the exclusive jurisdiction of the courts of New Zealand.