Effective as of: 30 June 2023
These SuiteFiles Customer terms and conditions (Terms) comprise Part A (General Terms), Part B (Subscription Terms) and, to the extent Customer’s Selected Subscription Plan includes the Connect Service or the Digital Signing Service, then Part C (Connect Service Terms) and/or Part D (Digital Signing Service Terms) respectively will apply. Except for the clause relating to Trial SaaS (clause 9), all clauses of these Terms apply to the Service and the Site.
THESE TERMS CONTAIN A BINDING LEGAL AGREEMENT. PLEASE READ CAREFULLY.
In these Terms, a Party means SuiteFiles or Customer, and Parties means SuiteFiles and Customer.
Part A: General Terms
1. Application of Terms
Except to the extent otherwise agreed in writing by SuiteFiles, these Terms apply to customers who purchase the Service supplied by SuiteFiles Limited (SuiteFiles) (or on whose behalf the Service is purchased) and if there is a trial period available, these Terms also apply to that trial period.
The Service is available from SuiteFiles directly and from Authorised Partners and is available at various Purchase Locations. Regardless of where the purchase is made, these Terms apply as between SuiteFiles and the Customer.
The Customer accepts SuiteFiles’ current Terms applicable to the use of the Service (and where applicable, the Connect Service and/or Digital Signing Service under the Customer’s Selected Subscription Plan) and the Customer’s ongoing access and use of the Service is subject to the Terms.
Where a third party other than the Customer purchases the Service on behalf of the Customer, the third party is deemed to have authority to accept these Terms for the Customer.
If the Terms are not acceptable to the Customer, the Customer should not register to use the Service, or the Customer should cease using the Service supplied by SuiteFiles (whichever is applicable).
- (a) Generally, SuiteFiles will endeavour to provide the Customer with 30 days’ notice of material changes before they become effective, unless SuiteFiles needs to make immediate changes for reasons outside SuiteFiles’ control or where a Fixed Term applies, the Terms in place at the time that the Customer made that selection will continue to apply until any term renewal at which time the then current Terms will apply .
- (b) When SuiteFiles notifies the Customer, SuiteFiles will do so by email, by posting a visible notice on its Site , or in the Service.
- (c) Where the change is not material, SuiteFiles may not notify the Customer.
- (d) The Customer can keep track of changes to SuiteFiles’ Terms by referring to the version and the date last updated at the top of the Terms.
- (e) Any changes made by SuiteFiles to these Terms will not be applied retrospectively.
If the Customer is adversely affected by any material change, the Customer may terminate the Selected Subscription Plan by giving the standard advance notice provided under clause 17.1 to SuiteFiles. If a Customer on a Fixed Term terminates on the basis set out in this clause 1.7, they will be entitled to a refund of the balance of subscription, pro-rated according to how much of the Fixed Term is remaining at the date the termination takes effect.
By continuing to use the Service the Customer agrees to be bound by the latest Terms applicable at the time of the Customer’s access and use.
In these Terms, unless the context otherwise requires:
Agreement means the Customer Information, Selected Subscription Plan, and Relevant Pricing;
Audit Log means the auditable actions relating to a record made available for a Source File, through use of the Digital Signing Service;
Authorised Partner means a third party that has been Authorised by SuiteFiles to sell the Service;
Beta Service means a service or functionality that is identified as beta or with a description that identifies the Service or functionality as not yet in general release to SuiteFiles customers;
Commencement Date means the date that the Customer purchases the Service by providing SuiteFiles with its billing and credit card details for the Customer’s Selected Subscription Plan;
Confidential Information means any proprietary information, know-how and data disclosed or made available by one party to the other party but does not include any information which:
- (a) is in the public domain without any breach of the Agreement or these Terms;
- (b) on receipt by the other party is already known by that party without any obligation of confidence;
- (c) is at any time after the date of receipt by the other party, received in good faith by that party from a third party without any obligation of confidence; or
- (d) required by law to be disclosed by the other party;
Connect Service End-User means a user other than a Permitted User that the Customer permits to access the Service using the Connect Service;
Connect Service means the SuiteFiles Connect document-sharing service provided by SuiteFiles that allows the Customer to permit Connect End-Users to access the Service;
Customer means the business or individual that has registered to use the Service or on whose behalf that registration was made or the customer named in the Customer Information;
Customer Information means the Customer’s name, email address and any other contact information submitted by or on behalf of a customer to SuiteFiles or Authorised Partner in the course of purchasing a Selected Subscription Plan (or agreeing to a Trial) for the Service;
Customer’s Integrated Services and Products means services or products (including third party services or products) which are integrated (in any way) by or for the Customer with the Primary Microsoft Product (or with the Service), regardless of who undertakes that integration work or how it is undertaken;
Data means the Customer’s data that is entered by the Customer (including by any Permitted User, Connect Service End-User or Recipients) and processed in the course of provision of the Service and includes where the context permits, the Personal Data;
Data Security Breach means any unauthorised or accidental access or disclosure, alteration, loss or destruction of the Data where the access or disclosure, alteration, loss or destruction occurs through bypassing the security mechanisms of the SaaS Systems, or an action that prevents SuiteFiles from accessing the Data on either a temporary or permanent basis ;
Digital Signing Service means the provision of a service which enables the Customer and the Customer’s Recipients to digitally sign documents;
Fixed Term means the fixed term for supply of the Service, agreed in writing between SuiteFiles or relevant Authorised Partner and the Customer;
Force Majeure Event means any war, riot, third party strike, natural disaster or other circumstance of a similar nature that is outside of the control of the affected party;
GDPR means EU General Data Protection Regulation 2016/679;
GDPR and Data Protection Schedule
means the GDPR and data protection schedule attached to these Terms, as found at (www.suitefiles.com/gdpr/
Insolvency Event means that a Party:
- (a) is removed from the companies register or has a liquidator, receiver, administrator or statutory manager appointed or any equivalent worldwide;
- (b) becomes (or is deemed to be) insolvent or is unable to pay its debts when they become due or is presumed under statue to be unable to pay its debts; or
- (c) makes or proposes any assignment to, or enters into any arrangement for the benefit of, all or some of its creditors (other than for the purposes of a solvent restructuring);
Intellectual Property includes all copyright, trademarks, logos, designs, patents, domain names, concepts, know-how, and trade secrets, and all other similar property and rights existing anywhere in the world, whether registered or unregistered;
Malicious Code means code, files, scripts, agents or programs intended to do harm, including but not limited to viruses, worms, time bombs and Trojan horses;
Permitted Users means the Customer and any employee or contractor of the Customer that the Customer authorises to have access to the Service by setting up and providing login details to that person (and excludes bots or access by other non-manual means except as expressly permitted);
Personal Data means any information related to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person, or any updated definition of ‘Personal Data’ from time to time in Data Protection Law;
Planned Maintenance means maintenance on all or any part of the SaaS Systems and if applicable to the Agreement will be undertaken at times notified to the Customer in writing;
Primary Microsoft Product means the Microsoft product or products for which the Service is an add-on including, but not limited to, Microsoft 365, as notified in writing by SuiteFiles or an Authorised Partner or at the Purchase Location prior to purchase of the Service by the Customer (or prior to a Trial, where applicable);
Privacy Law means any applicable statute, regulation, subordinate legislation or the common law and in force from time to time that the Parties are subject to and includes, without limitation, the New Zealand Privacy Act 2020, and any applicable codes or practice, directive, orders, guidelines or other requirement of any regulator having the force of law;
Purchase Location means any internet site from which the Service is available for purchase;
Recipient means the recipient of a Service Document transmitted by the Customer using the Digital Signing Service;
Relevant Pricing means the pricing for the Selected Subscription Plan;
Service means the SuiteFiles application, including the software-as-a-service offering and service (and where applicable, the Connect Service and/or Digital Signing 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;
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);
Selected Subscription Plan means the options for provision of the Service selected by the Customer by agreement with SuiteFiles, an Authorised Partner or at the Purchase Location;
Service Document means a Source File together with the Audit Log for that Source File;
Signed File means a PDF that has been digitally signed;
Site means the website hosted by SuiteFiles and accessible via www.suitefiles.com;
Source File means any agreement or other document uploaded to the Service by the Customer;
Trial means use of the Service, free of charge;
Trial Period means the trial period notified to the Customer in writing by SuiteFiles, Authorised Partner or at the Purchase Location, prior to commencement of the Trial;
Trial SaaS means the version of the Service made available by SuiteFiles at its discretion for a Trial;
Visitor means a person who is not a Customer and who accesses the Site (or otherwise engages with SuiteFiles outside of the Services); and
Working Day means a day that is not a Saturday, Sunday or statutory holiday in Wellington, New Zealand and between the hours of 8.30am and 5.30pm NZST.
- (a) reference to the plural includes reference to the singular, and vice versa;
- (b) a reference to hours, days, weeks, months or years means hours, calendar days, weeks, months or years, New Zealand time;
- (c) a reference to a document or law includes all amendments, supplements or replacements to that document or law;
- (d) headings inserted for convenience of reference only and do not affect the interpretation of these Terms; and
- (e) in the case of conflict or ambiguity between any provision contained in these Terms and the Customer Information, Selected Subscription Plan, Relevant Pricing, the provision in these Terms shall take precedence, unless the Customer Information, Selected Subscription Plan and/or Relevant Pricing specifically states that it overrides the provisions of these Terms.
The Customer’s right to use the Service is not transferable. The Customer can access and use the Service by logging into its SuiteFiles account URL and entering their existing Microsoft 365 username and password.
All rights in and to the Service, SaaS Systems and the Site not expressly granted to Customer in the Agreement and these Terms are reserved by SuiteFiles.
SuiteFiles will use reasonable endeavours to provide assistance in resolving issues in respect of the Customer’s access or use of the SaaS on request from the Customer.
SuiteFiles will provide email support with use of the Service and Trial SaaS as reasonably requested by the Customer (or SuiteFiles will procure the Authorised Partner to provide assistance). The support will be available during the hours notified by SuiteFiles, or the hours notified by the Authorised Partner or at the Purchase Location (as applicable). If no hours are notified, SuiteFiles or relevant Authorised Partner will use reasonable endeavours to provide email support during SuiteFiles’ Working Day. For clarity, SuiteFiles will not provide email support for any use of the Beta Service.
SaaS Availability: The Customer acknowledges that:
(a) the delivery of the Service involves the use of third-party service providers and systems which SuiteFiles does not control, including without limitation, the availability of telecommunications networks; and
(b) SuiteFiles cannot guarantee that access to the Service will be uninterrupted or error-free.
Without limiting the reasons for lack of availability of the Service, the Service could be unavailable due to:
- (a) planned maintenance which may require a period of downtime about which SuiteFiles may attempt to notify the Customer;
- (b) lack of availability or outages of telecommunications networks;
- (c) a network or device failure external to SuiteFiles’ or its third-party providers data centres, including at the Customer’s site;
- (d) issues resulting from the Customer’s use of infrastructure (including the Service), software or services (other than the Service) including issues related to dependencies on the Primary Microsoft Product and/or Customer’s Integrated Services and Products;
- (e) Any third-party act, omission or circumstance which results in unavailability of the Service, whether malicious or not; or
- (f) a Force Majeure Event.
SuiteFiles will endeavour to provide the Customer with reasonable advance notice of any planned outage.
4. SaaS Dependencies
The Customer acknowledges that the Service is dependent on proper implementation and availability and correct functioning of:
- (a) the Primary Microsoft Product; and
- (b) the Customer’s Integrated Services and Products
SuiteFiles has no obligation to refund or reduce amounts paid by the Customer for any incorrect or unexpected functioning, or failure, of the Service which is directly or indirectly due to incorrect implementation or functioning, or the lack of availability of:
- (a) the Primary Microsoft Product; or
- (b) the Customer’s Integrated Services and Products.
5. Data and Privacy
Each Party shall comply with all Privacy Law applicable to it in relation to the collection, processing and storage of Personal Data in connection with the Agreement and these Terms.
The Parties acknowledge and agree that SuiteFiles holds Data solely on behalf of the Customer, and SuiteFiles will not use Data for any purpose other than to provide the Service to the Customer and perform its obligations under the Agreement and these Terms.
To the extent Personal data from the European Economic Area, the United Kingdom and Switzerland are processed by the Supplier, the terms of the SuiteFiles General Data Protection Regulation (GDPR) Data Processing Schedule , available at https://www.suitefiles.com/gdpr/
, will apply.
The Customer warrants on an ongoing basis that it has provided the appropriate notifications and obtained the necessary consents (including notifications to and consents from Permitted Users (and where applicable, Connect Service End-Users and/or Recipients under the Customer’s Selected Subscription Plan)) to allow Customer and SuiteFiles to collect, process and use any Personal Data and Data in accordance with the Agreement and these Terms. TO THE EXTENT PERMITTED BY LAW, CUSTOMER INDEMNIFIES AND HOLDS SUITEFILES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSS, OR LIABILITY SUFFERED OR INCURRED BY SUITEFILES AS A RESULT OF SUCH COLLECTION, PROCESSING, STORAGE OR USE.
The Customer is solely responsible for:
- (a) all Data entry requirements;
- (b) except as expressly provided otherwise in the Agreement or these Terms, for all aspects of the Customer’s access and use of the Service;
- (c) maintaining copies / back-ups of Data entered into the Service; and
- (d) ensuring that the Customer and all Permitted Users (and where applicable, Connect Service End-Users and/or Recipients under the Customer’s Selected Subscription Plan) comply with all applicable laws. To the extent permitted by law, SuiteFiles accepts no responsibility for ensuring that use of the Service will result in the Customer complying with applicable laws or enable the Customer to comply with applicable laws (for example, laws requiring records to be stored in a particular jurisdiction).
Nothing in the Agreement or these Terms transfers ownership of the Data to SuiteFiles or to any Authorised Partner.
All Data is available to the Customer:
- (a) for the term of the Agreement, via the SaaS; and
- (b) on request to SuiteFiles at any time during the term of the Agreement and for a period of 30 days following expiration or termination of the Agreement.
- (c) SuiteFiles may remove any Data, or any other content, from the SaaS at any time if SuiteFiles considers it necessary to ensure compliance with this Agreement or any applicable law.
6. Customer Obligations
The Customer is solely responsible for obtaining all computing and telecommunications hardware, software, and services necessary (including the Primary Microsoft Product and the Customer’s Integrated Services and Product) to enable the Customer and Permitted Users (and where applicable, Connect Service End-Users and/or Recipients under the Customer’s Selected Subscription Plan) to access and use the Service in accordance with the Agreement and these Terms.
The Customer is permitted to allow Permitted Users (and where applicable, Connect Service End-Users and/or Recipients under the Customer’s Selected Subscription Plan) to access the Service. Any person who is not a Permitted User (and where applicable, Connect Service End-Users and/or Recipients under the Customer’s Selected Subscription Plan) must not be granted access to or use of the Service by the Customer or any Permitted User (and where applicable, Connect Service End-Users and/or Recipients under the Customer’s Selected Subscription Plan).
The Customer must advise Permitted Users (and, where applicable, Connect Service End-Users and/or Recipients under the Customer’s Selected Subscription Plan) that their use of the Service must be in compliance with these Terms (as updated from time to time under clause 1.6) and the Customer shall ensure that Permitted Users (and where applicable, Connect Service End-Users and/or Recipients under the Customer’s Selected Subscription Plan) comply with these Terms.
The Customer is responsible for all acts and omissions of Permitted Users (and where applicable, Connect Service End-Users and/or Recipients under the Customer’s Selected Subscription Plan), and those accessing the Service through the Customer.
The Customer is responsible for acts and omissions of its Permitted Users (and where applicable, Connect Service End-Users and/or Recipients under the Customer’s Selected Subscription Plan) in respect of their use of the Service, including the Customer ensuring that, in using the Service:
- (a) whenever the Customer elects to add a new Permitted User (and where applicable, Connect Service End-Users and/or Recipients under the Customer’s Selected Subscription Plan) to its subscription, the Customer gives the users access to the Site;
- (b) Permitted Users (and where applicable, Connect Service End-Users and/or Recipients under the Customer’s Selected Subscription Plan) are aware of and comply with the Terms. Any non-compliance by Permitted Users (and where applicable, Connect End-Users and/or Recipients under the Customer’s Selected Subscription Plan) is deemed to be a breach by the Customer of these Terms and the Customer will be liable for that breach accordingly;
- (c) Permitted Users (and where applicable, Connect Service End-Users and/or Recipient under the Customer’s Selected Subscription Plan) do not access the Service concurrently, using the same login details;
- (d) Permitted Users (and where applicable, Connect Service End-Users and/or Recipients under the Customer’s Selected Subscription Plan) keep all login details for the Service confidential and not share its login details; and
- (e) whenever a Customer’s Permitted User (and where applicable, Connect Service End-Users and/or Recipients under the Customer’s Selected Subscription Plan) has left, the Customer is responsible for removing the user’s access by manually deactivating the user from the Customer’s current user list. The user will continue to be a part of the user count for the month in which they were removed and will cease being counted from the month following. Any delays in the Customer’s removal of a user that has left is deemed acceptance by the Customer that the current Relevant Pricing applies and that no adjustments will be made to the Customer’s account.
7. Data Security Breach
Without limiting any other legal obligations that SuiteFiles may have in the event of a Data Security Breach, SuiteFiles will use reasonable endeavours in designing and/or utilising the SaaS Systems and in operating and managing the Service so as to minimise the risk of a Data Security Breach.
- (a) where SuiteFiles becomes aware of a Data Security Breach which may involve an unauthorised access to Personal Information inside the Customer’s Selected Subscription Plan, SuiteFiles will, subject to all applicable laws, notify the affected Customer as soon as practicable; and
- (b) where the Customer becomes of any actual or suspected unauthorised access to its account or Data, the Customer will notify SuiteFiles as soon as practicable (within 24 hours). For clarity, the Customer shall be responsible for complying with any notification obligation it may have under Privacy Law in relation to any Data Security Breach.
Subject to all applicable laws, immediately following notification of a Data Security Breach described in 7.2(a), the Parties will coordinate with each other to investigate the Data Security Breach. SuiteFiles will cooperate with the Customer in the Customer’s handling of the matter, to ensure compliance with the applicable law, regulation, industry standards or as otherwise reasonably required by Customer.
Nothing in this clause 7 is intended to prevent or limit SuiteFiles from complying with any notification obligation it may have under Privacy Law in relation to a Data Security Breach.
SUBJECT TO ANY TERMS IMPLIED BY LAW WHICH CANNOT BE EXCLUDED, SUITEFILES DISCLAIMS ALL LIABILITY FOR ANY DATA SECURITY BREACH OR OTHER LOSS, DAMAGE OR CLAIM TO THE EXTENT THAT IT ARISES FROM ANY FAILURE OR MALICIOUS USE OF, OR UNAUTHORISED ACCESS TO, CUSTOMER’S OWN SYSTEMS, THE PRIMARY MICROSOFT PRODUCT OR ANY OTHER THIRD-PARTY SYSTEM OR PRODUCTS, OR IS OTHERWISE BEYOND THE REASONABLE CONTROL OF SUITEFILES.
8. Compliance with Agreement, these Terms and Laws
The Customer must comply with the Agreement, these Terms and all applicable laws in the Customer’s use of the Service.
The Customer must not use or attempt to use the Site or the Service:
- (a) for any illegal purposes;
- (b) to damage, harm or interfere with the running of the Site or the Service;
- (c) to infringe the privacy of any person; or
- (d) with any automated means (including robots) to access information on the Site.
The Customer must not do or attempt to do , nor permit any other person to do or attempt to do, any of the following:
- (a) copy, alter, modify, reverse assemble, reverse compile, reverse engineer or enhance the Service or SaaS Systems;
- (b) attempt to derive the source code, source files or structure of the software contained in the Service or SaaS Systems;
- (c) permit or enable users other than Permitted Users (and where applicable, Connect Service End-Users and/or Recipients under the Customer’s Selected Subscription Plan) to access or use the Service;
- (d) re-sell, rent, lease, transfer, sublicense or otherwise transfer rights to use the Service;
- (e) use the Service in any way that is illegal or that could damage or interfere with the Service or Systems in any way;
- (f) use the Service otherwise than in a manner other than could be reasonably intended or anticipated by SuiteFiles;
- (g) use a bot or any other form of automation except as expressly permitted by SuiteFiles;
- (h) 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 its users, whether deliberately or not;
- (i) submit Data to the Service that is defamatory, violate any third party’s rights of privacy, contain or compromise, an infringement of any third-party Intellectual Property rights, contain any Malicious Code, or contains any objectionable or illegal content;
- (j) introduce any Malicious Code into the Service or otherwise undermine the security of the Service or SaaS System; or
- (k) do any act which would or might invalidate or be inconsistent with SuiteFiles’ Intellectual Property rights
If the Customer, or any Permitted Users (and where applicable, Connect Service End-Users and/or Recipients under the Customer’s Selected Subscription Plan) becomes aware of or suspects any breach of these Terms or any malfunction of the Service, the Customer must, and must procure the Permitted Users (and where applicable, Connect Service End-Users and/or Recipients under the Customer’s Selected Subscription Plan), promptly notify SuiteFiles of any such actual or threatened breach or malfunction. Customer shall:
- (a) assist SuiteFiles with investigating any actual or alleged breach of these Terms or any malfunction of the Service; and
- (b) take all reasonable and lawful measures within the Customer’s control that are necessary and/or requested by SuiteFiles to stop the actual or threatened breach or malfunction and to mitigate its effects, including removing certain Data from the Service.
The Customer acknowledges that SuiteFiles may, in addition, take all necessary steps to remove or disable access to certain Data in relation to any suspected, threatened or actual breach of these Terms, the Agreement or in relation to any malfunction of the Service, including terminating the Agreement and/or otherwise restricting access to the Service.
9. Trial SaaS
SuiteFiles may, at its discretion, offer a time-limited trial subscription at no charge to the Customer. The Customer may elect to use the Service for a trial and by doing so, the Customer is deemed to accept these additional Terms.
The trial period will commence when the Trial is made available to the Customer. In order for the Trial to be available to the Customer, the Customer will need to follow the steps outlined to the Customer by SuiteFiles, the Authorised Partner or at the Purchase Location, and accept these Terms. The Customer acknowledges that the Trial is for the version of Service made available under the free trial offer. The Trial will end on expiration of the Trial Period, unless terminated earlier under these Terms.
SuiteFiles will provide the Customer with access to the Trial, and the Customer agrees that it will access and use the Trial in accordance with all the terms of the Agreement and these Terms.
The Customer’s accepts that usage of the Trial is at the Customer’s own risk.
Where the Customer chooses to continue using SuiteFiles’ services after the trial, the Customer will provide SuiteFiles with its billing and credit card details. If the Customer chooses not to continue using SuiteFiles’ services following a trial, then SuiteFiles may remove customer access to the Trial.
10. Beta Service
SuiteFiles may, at its discretion, offer a Beta Service at no additional cost to the Customer. The Customer may accept or decline any offer for a Beta Service at its discretion.
- (a) are made available for the purposes of testing the Beta functionality; and
- (b) are not part of the Service for the purposes of these Terms or the Agreement and any support services available from SuiteFiles in respect of the Service are not available in respect of the Beta Service;
Beta period: SuiteFiles will make the Beta Service available for the time period notified by SuiteFiles or until SuiteFiles notifies the Customer that:
- (a) the Beta Service will be or has been discontinued; or
- (b) the Beta Service has been incorporated by SuiteFiles into the Service for general availability.
Where the Customer elects to use the Beta Service, the Customer is deemed to accept that:
- (a) the Customer will participate within the agreed Beta period; and
- (b) the Customer will allow its computer to be connected to the Beta Service for purposes of the installation of the use of Service; and
- (c) at the completion of the testing period of the Beta Service, the Customer will provide the Customer’s feedback within SuiteFiles’ stipulated time frame; and
- (d) the Beta Service may be subject to additional terms and conditions (including but not limited to, the signing of a Non-Disclosure Agreement).
TO THE EXTENT PERMITTED BY LAW, SUITEFILES HAS NO LIABILITY TO THE CUSTOMER IN CONNECTION WITH ANY BETA SERVICE.
11. Customer Details
The information that the Customer provides when using the Service must be accurate, complete and up to date at all times. The Customer must review and update its Customer Information details to ensure the details remain accurate, complete and up to date.
The Customer (and each Permitted User and, where applicable, each Connect Service End-User ) is solely responsible for keeping its login details for use of the Service confidential. SuiteFiles recommends that the Customer (Permitted Users and, where applicable, Connect Service End-Users and/or Recipients under the Customer’s Selected Subscription Plan) keep their passwords secure.
Unless otherwise stated, Visitors are permitted to access, view, copy, print (in limited quantities) or temporarily store textual material published by SuiteFiles on the Site for your personal use only . Any copyright notice on that information must be retained on the copy. Visitors are not permitted to reproduce, adapt, distribute or incorporate in any other work, in whole or in part, anything from this web site without written permission from SuiteFiles.
While SuiteFiles has endeavoured to ensure that the information on the Site is accurate, current and complete, it does not accept liability for any error, misstatement or omission. SuiteFiles may change the material on the Site at any time without prior notice. In the unlikely event that an unauthorised person makes changes to this web site, SuiteFiles does not accept responsibility for those changes.
Visitors are solely responsible for the actions they take in reliance on the content of the Site.
The copyright in all materials (including rights in text, graphics, arrangement and overall design of the Site) displayed or available on the Site belongs to SuiteFiles unless stated otherwise. If the owner of any material published on the Site is not SuiteFiles then the Visitor’s rights in relation to that material will be as defined by the copyright owner of the material.
The Site may contain links to other websites and access to content, products, and services from third parties. SuiteFiles provides these links to Visitors only as a convenience, and the inclusion of any link does not imply endorsement by SuiteFiles of any third-party websites. Visitors agree that SuiteFiles is not responsible for the privacy practices of, availability of or content provided on, third-party sites and should refer to the policies of the respective website.
USE OF THE SITE IS AT THE VISITOR’S OWN RISK. SUBJECT TO ANY TERMS IMPLIED BY LAW WHICH CANNOT BE EXCLUDED, SUITEFILES SHALL NOT BE RESPONSIBLE OR LIABLE, IN CONTRACT, TORT (INCLUDING NEGLIGENCE), EQUITY OR OTHERWISE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGE, OR FOR ANY LOSS OF PROFIT, INCOME OR SAVINGS, OR ANY COSTS OR EXPENSES INCURRED OR SUFFERED BY THE VISITOROR ANY OTHER PERSON, ARISING OUT OF, OR IN CONNECTION WITH, THE VISITOR’S ACCESS TO, OR USE OF, THE SITE OR ANY LINKED WEBSITES, OTHER THAN CLAIMS ARISING UNDER THE CONSUMER GUARANTEES ACT 1993, WHERE APPLICABLE. ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, AS TO THE ACCURACY, CURRENCY, COMPLETENESS, FITNESS FOR PURPOSE OR USEFULNESS OF THE INFORMATION CONTAINED ON THE SITE ARE EXCLUDED TO THE EXTENT PERMITTED BY LAW.
13. Confidential Information
The parties recognise and acknowledge the confidential nature of the Confidential Information.
The parties may not use or disclose any Confidential Information other than:
- (a) to its employees, directors or contractors to the extent necessary in the performance of the Agreement or these Terms;
- (b) with the express prior written consent of the other party; or
- (c) to its professional advisors.
Where the GDPR applies, the GDPR & Data Protection Schedule attached to these Terms applies, as found at www.suitefiles.com/gdpr/
15. Intellectual Property
The Customer acknowledges that all Intellectual Property rights in the Service (and where applicable, the Connect Service and/or Digital Signing Service under the Customer’s Selected Subscription Plan) and the software, processes, methodology and know-how used by SuiteFiles in its performance of these Terms, will remain both during the term of this Agreement and thereafter the property of SuiteFiles (and/or its licensors).
The Customer must notify SuiteFiles of any actual, threatened or suspected infringement of any Intellectual Property right, and of any claim by any third party that any use of the Service (and where applicable, the Connect Service and/or Digital Signing Service under the Customer’s Selected Subscription Plan) infringes any rights of any other person, as soon as that infringement or claim comes to the Customer’s notice. The Customer must (at SuiteFiles’ request and expense) do all such things as may reasonably be required by SuiteFiles to assist SuiteFiles in pursuing or defending any proceedings in relation to any such infringement or claim.
TO THE EXTENT PERMITTED BY LAW, THE CUSTOMER INDEMNIFIES SUITEFILES AGAINST ANY LOSS, COSTS, EXPENSES, DEMANDS OR LIABILITY WHETHER DIRECT, INDIRECT, OR OTHERWISE, AND WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), EQUITY OR OTHERWISE, ARISING OUT OF A CLAIM BY A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS IF SUCH CLAIM ARISES FROM INFRINGEMENT, SUSPECTED INFRINGEMENT OR ALLEGED INFRINGEMENT DUE TO:
- (a) USE OF THE SERVICE (AND WHERE APPLICABLE, THE CONNECT SERVICE AND/OR DIGITAL SIGNING SERVICE UNDER THE CUSTOMER’S SELECTED SUBSCRIPTION PLAN) IN A MANNER OR FOR A PURPOSE OR IN COMBINATION WITH ANY OTHER SERVICE, SERVICE OR PRODUCT NOT REASONABLY CONTEMPLATED OR AUTHORISED BY SUITEFILES;
- (b) A BREACH BY THE CUSTOMER OF CLAUSE 15.1; OR
- (c) THE CONTENT OR USE OF ANY SOURCE FILE OR SERVICE DOCUMENT.
Each party warrants to the other that it has authority to enter into and perform and the ability to perform its obligations under the Agreement and these Terms.
To the maximum extent permitted by law, except as otherwise outlined in the Agreement or these Terms, the Service, and all information on the Site, is provided on an “AS IS” basis and “as available” and TO THE MAXIMUM EXTENT PERMITTED BY LAW SUITEFILES DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED BY STATUE, COMMON LAW OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
SUITEFILES MAKES NO WARRANTY THAT:
- (a) THE SERVICE WILL MEET THE CUSTOMER’S REQUIREMENTS; OR
- (b) THE SERVICE WILL BE AVAILABLE ON AN UNINTERRUPTED OR ERROR-FREE BASIS.
Where any warranties apply to the Customer under the Agreement and/or these Terms, it extends solely to the Customer.
Without affecting any other right or remedy available to it, a Party may terminate the Agreement with immediate effect by giving 30 days written notice or as otherwise agreed between the Parties.
SuiteFiles may terminate or suspend the Customer’s, a Connect Service End-User’s and/or a Permitted User’s subscription or access to all or any data immediately if the Customer:
- (a) commits a material breach of these Terms which is not capable of remedy or, if such breach is capable of remedy fails to remedy the breach within 14 days after being notified in writing to do so;
- (b) fails to pay the Relevant Pricing;
- (c) is subject to an Insolvency Event; or
- (d) SuiteFiles’ arrangement with a third-party provider who provides any input into the Services terminates or materially changes.
In addition to the Party’s rights of early termination under the Agreement or otherwise at law, where there is no Fixed Term, the Agreement may be terminated by the Customer:
- (a) on 30 days written notice in advance under clause 17.1 to SuiteFiles, or where the purchase was made from an Authorised Partner on written notice to that Authorised Partner; or
- (b) through the termination process at the Purchase Location, with the termination taking effect at the end of the month in which SuiteFiles or Authorised Partner (as applicable) confirms receipt of the Customer’s termination request; or
- (c) immediately on written notice if SuiteFiles is subject to an Insolvency Event.
On termination of the Agreement for any reason:
- (a) all amounts due to SuiteFiles or relevant Authorised Partner will become immediately due and payable, and in the case where a Fixed Term period applies, the Customer is deemed to have forfeited the balance amount on its account;
- (b) SuiteFiles shall be entitled to immediately cease providing the Service to the Customer, and the Customer will cease to have any entitlement to use the Service;
- (c) the Customer will cease to have access to:
- (i) their SuiteFiles account;
- (ii) access to their files via the SuiteFiles Outlook add-in;
- (iii) SuiteFiles integrations with other applications;
- (iv) the history and audit trails of any documents signed using SuiteFiles document signing functionality;
- (v) tasks and their history;
- (vi) the Connect Service, including to information relating to documents that have been signed using the Connect Service;
- (vii) the backup service;
- (d) Connect Service End User’s will not be able to access any files or folders shared with them via the Connect Service;
- (e) all backups of documents shared or uploaded to the Service and/or Connect Service will be deleted;
- (f) any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination shall not be affected or prejudiced; and
- (g) the provisions of these Terms that are by its nature intended to survive termination will remain in full force, including clauses 5, 7, 13, 14, 15, 17, 18, 23 and 29.
No refund is payable by SuiteFiles on termination, except as required by law.
18. Limitation of Liability
NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR AND TO THE EXTENT THAT SUCH LIABILITY MAY NOT BE EXCLUDED OR LIMITED AS A MATTER OF APPLICABLE LAW. THIS CLAUSE 18.1 TAKES PRECEDENCE OVER ANYTHING TO THE CONTRARY IN THIS CLAUSE 18.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SUITEFILES’ LIABILITY TO THE CUSTOMER IN CONNECTION WITH THE SUPPLY OF THE SERVICES, THESE TERMS OF THE AGREEMENT, IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, IS LIMITED AS FOLLOWS:
- (a) SUITEFILES HAS NO LIABILITY ARISING FROM THE CUSTOMER’S USE OF THE SERVICES FOR ANY LOSS OF THE CUSTOMER’S REVENUE OR PROFIT, LOSS OF GOODWILL, LOSS OF CUSTOMERS, LOSS OF BUSINESS OR OPPORTUNITY, LOSS OF CAPITAL, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA, COSTS OF PROCURING SUBSTITUTE SERVICES, BUSINESS INTERRUPTION, LEGAL, TAX OR ACCOUNTING COMPLIANCE ISSUES, DAMAGE TO REPUTATION, LOSS IN CONNECTION WITH ANY OTHER CONTRACT, OR INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR SPECIAL LOSS, DAMAGE OR EXPENSE; AND
- (b) FOR THE LOSS OR CORRUPTION OF THE CUSTOMER’S DATA, SUITEFILES’ LIABILITY WILL BE LIMITED TO TAKING REASONABLE STEPS TO TRY AND RECOVER THAT DATA FROM SUITEFILES’ AVAILABLE BACKUPS.
ANY LIABILITY OF SUITEFILES TO CUSTOMER FOR LOSS OR DAMAGE OF ANY KIND WILL BE REDUCED TO THE EXTENT THAT LOSS OR DAMAGE WAS CAUSED OR CONTRIBUTED TO BY OR ON BEHALF OF CUSTOMER (INCLUDING ITS PERMITTED USERS AND, WHERE APPLICABLE, CONNECT SERVICE END-USERS AND/OR RECIPIENTS UNDER THE CUSTOMER’S SELECTED SUBSCRIPTION PLAN).
SUITEFILES’ TOTAL AGGREGATE LIABILITY UNDER AND IN CONNECTION WITH THESE TERMS AND THE AGREEMENT SHALL BE LIMITED TO THE TOTAL RELEVANT FEES PAID BY THE CUSTOMER AND RECEIVED BY SUITEFILES FOR THE RELEVANT SERVICE TO WHICH THE ISSUE RELATES DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT OF FIRST EVENT IN A SERIES OF EVENTS GIVING RISE TO LIABILITY.
19. Consumer Guarantees Act
The Parties confirm that they are each in trade, the Service is acquired and supplied in trade, and that the provisions of the Consumer Guarantees Act 1993 do not apply to the provision of the Service.
20. Force Majeure
SuiteFiles shall not be liable to the Customer for any failure to perform its obligations under these Terms or the Agreement to the extent caused by a Force Majeure Event. Where SuiteFiles is affected by a Force Majeure Event it shall:
- (a) promptly notify the Customer and provide reasonable information about the Force Majeure Event;
- (b) use reasonable efforts to overcome the Force Majeure; and
- (c) continue to perform its obligations to the extent practicable.
Where SuiteFiles’ obligations have been suspended under clause 20.1 for a period of 90 days or more, the Customer may immediately terminate the Agreement by giving notice in writing to SuiteFiles.
21. Dispute Resolution
Where any dispute arises between SuiteFiles and the Customer concerning these Terms, the Agreement or the circumstances, representations, or conduct giving rise to these Terms and/or the Agreement, the Customer agrees to raise its concerns for a resolution in a timely manner by first contacting SuiteFiles at email@example.com. SuiteFiles will use reasonable endeavours to respond to any complaints promptly.
Where SuiteFiles is unable to resolve the Customer’s complaint informally to the Customer’s satisfaction, the parties agree to resolve the complaint or dispute by arbitration or in a small claims tribunal (or similar) rather than in a court of general jurisdiction.
The parties agree that any dispute must be brought in the parties’ individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
Notices under these Terms and the Agreement must be in writing.
The Customer will provide notices to SuiteFiles by contacting SuiteFiles via the form available on the “Contact Us” section of the Site.
SuiteFiles will provide notices to the Customer by emailing the address submitted by the Customer on registration (or any updated address details advised by the Customer to SuiteFiles on seven days’ notice).
23. General Provisions
These Terms and the Agreement constitutes 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 and the Agreement.
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.
Partial invalidity: If any provision of these Terms or the Agreement or its application to any party or circumstance is or becomes invalid or unenforceable to any extent, the remainder of these Terms or the Agreement and its application will not be affected and will remain enforceable to the greatest extent permitted by law.
Independent contractor: SuiteFiles is an independent contractor to the Customer and is in all respects independent of the Customer. Nothing in these Terms or the Agreement constitutes either party a partner, agent, employee or joint venture of the other.
Suspension: SuiteFiles may suspend performance of its obligations under these Terms or the Agreement for so long as it is unable to perform for reasons outside of its control.
Variation: Any variation to these Terms or the Agreement must be agreed in writing by the Parties, except as otherwise provided for in these Terms or the Agreement.
Assignment: The Customer may not assign, transfer or otherwise deal in any way with (or attempt to do any such thing) the benefit of, or any of Customer’s rights or obligations under these Terms or the Agreement without the prior written consent of SuiteFiles .<
SuiteFiles may assign , transfer or otherwise deal in any way with its rights or obligations under, these Terms or the Agreement without the prior consent of the Customer.
Precedence: In the event of any conflict or inconsistency as between these Terms and any other aspect of the Agreement, these Terms will take precedence.
24. Governing Law
These Terms, and the Agreement, are governed by the laws of New Zealand and the Customer and the parties to the Agreement submit to the non-exclusive jurisdiction of the courts of New Zealand.
Part B: Subscription Terms
25. Subscription Terms
The terms in this Part B apply (in addition to the terms in Part A) to the Customer’s Selected Subscription Plan.
The Agreement and provision of the Service commences on the Commencement Date and the Agreement will continue:
- (a) where the Customer opts for a Fixed Term plan, for the Fixed Term. At the end of the Fixed Term, the Agreement shall automatically renew for further periods of 12 months at a time (each a Renewal Term), unless either Party gives the other written notice of termination at least 30 days prior to the expiration of the Fixed Term or the then-current Renewal Term, as the case may be; or
- (b) where the Customer is not on a Fixed Term plan, until terminated by the Customer on notice in writing as provided under clause 18.1.
The Customer agrees to pay all Relevant Pricing up to and including the day of termination.
27. Subscription period:
Unless terminated in accordance with the Agreement:
- (a) the Customer’s subscription continues for the period covered by the Relevant Pricing paid or payable (Billing Period); and
- (b) at the end of each Billing Period, the Customer’s subscription shall automatically renew for a further period of the same duration as the previous Billing Period, unless either Party gives the other written notice of termination at least 30 days prior to the expiration of then-current term of its intention not to renew the subscription.
Blocking access, disabling Selected Subscription Plan, or refusing to process a payment:
- (a) As SuiteFiles’ Sites are global, different laws may apply in different countries that restrict SuiteFiles’ relationship with the Customer. SuiteFiles may block the Customer’s access, terminate Selected Subscription Plan, or refuse to process a payment if SuiteFiles reasonably believes there’s a risk (including but not limited to a potential breach of a law or regulation associated with the Customer, any Permitted User (and where applicable, Connect Service End-Users and/or Recipients under the Customer’s Selected Subscription Plan), the Selected Subscription Plan, or payment of Relevant Prices). Examples of where SuiteFiles might do this include:
- (b) transactions where the payment is from a sanctioned person or country; or
- (c) where SuiteFiles reasonably believe there is a legal or regulatory risk or a risk of loss being suffered by SuiteFiles or Authorised Partners.
The Customer warrants it is not located in a sanctioned country and are not on a sanctioned persons list. SuiteFiles may also block Customers, Permitted Users (and where applicable, Connect Service End-Users and/or Recipients under the Customer’s Selected Subscription Plan) from a country if SuiteFiles is unable to receive payments from that country. The Customer should check what payment methods are available in the Customer’s country for making payments. SuiteFiles may take any of these actions without notice.
28. Provision on Service
Subject to the payment of the Relevant Payment and Customer’s compliance with the Agreement and these Terms, SuiteFiles will, during the Term and on a non-exclusive basis:
- (a) provide the Service to the Customer in accordance with the Agreement; and
- (b) provide log on access to the Customer to enable the Customer to access and use the Service.
29. Charges and Payment
SuiteFiles will charge the Relevant Pricing to the Customer’s credit card and invoice the Customer on a monthly basis.
The Customer will be charged all applicable transactional taxes (for example, VAT or GST) in addition to the Relevant Pricing.
The Customer accepts that continued access to SuiteFiles’ services will be made available on the basis of the Customer making timely payments. To avoid delayed or missed payments, the Customer is responsible for providing SuiteFiles accurate payment information.
The Customer will pay all invoices in full, without set-off, counterclaim or deduction of any kind, on or before the due date. SuiteFiles may suspend access to the Customer’s subscription until the payment is made.
If the Customer wishes to dispute an invoice, the Customer must notify SuiteFiles in writing within 30 days of the date of the invoice and provide details of the dispute. The Customer must continue to pay all invoices in full and must not withhold payment of the disputed part of an invoice until an agreement is reached through the resolution of the dispute. Should the Customer withhold payment, either in part or in full prior to a determination being made, SuiteFiles may suspend supply of the SaaS until the outstanding amount is paid in full.
Without SuiteFiles waiving any other right or remedy it may have, if any amount due is not paid by the Customer by the due date, SuiteFiles may:
- (a) charge the Customer interest calculated at 3% per month on the balance of the amount due by the Customer from the due date until payment is received in full by SuiteFiles;
- (b) charge the Customer all collection costs reasonably incurred by SuiteFiles in collection of the amount outstanding (including solicitor and/or collection agency fees); and/or
- (c) on five days’ notice in writing to the Customer , suspend provision of the use of Service until SuiteFiles receives payment in full.
SuiteFiles may change the Relevant Pricing by giving at least 30 days written notice by email to the Customer of the new charges that will apply except that where a Fixed Term applies, the new pricing will not apply until expiration of the current Fixed Term.
Part C: Connect Service Terms
30. Connect Service Terms
The terms in this Part C apply (in addition to the terms in Part A and Part B) where the Customer’s Selected Subscription Plan includes the Connect Service.
- (a) may only provide access to the Service, to third parties as Connect Service End-Users where those third parties are independent of the Customer, and in accordance with any other policies or procedures notified to the Customer by SuiteFiles from time to time;
- (b) is responsible for ensuring that all Connect Service End-Users are aware of and comply with the terms of these Terms as if they were party to these Terms;
- (c) is responsible for all access and use of the Service by any Connect Service End-User, including any Data or other content uploaded to the SaaS by any Connect Service End-User;
- (d) must ensure that each Connect Service End-User keeps all login details for the Service confidential and does not share its login details;
- (e) must ensure that each Connect Service End-User complies with all applicable laws, and only uses the SaaS Service and any Data and other content available in the Service for the purpose for which the Customer has provided the Connect Service End-User with access to the Service, in accordance with these Terms; and
- (f) is responsible for ensuring that each Connect Service End-User is entitled to, and has all appropriate consents in order to, upload any Data to the Service, and is entitled to permit SuiteFiles to use and process that Data in accordance with these Terms.
The Customer accepts that it is responsible for monitoring the access and use of the Service by all Connect Service End-Users, and ensuring that such access and use complies with these Terms;
Any non-compliance by a Connect Service End-User is deemed to be a breach by the Customer of these Terms and the Customer will be liable for that breach accordingly.
SuiteFiles may suspend any Connect Service End-Users access to the Service at any time if SuiteFiles considers it necessary to ensure compliance with these Terms, the Agreement or any applicable law.
Part D: Digital Signing Service Terms
31. Digital Signing Service Terms
The terms in this Part D apply (in addition to the terms in Part A and Part B) where the Customer’s Selected Subscription Plan includes the Digital Signing Service.
SuiteFiles’ only role is to provide the Digital Signing 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 Digital Signing Service.
SuiteFiles accepts no responsibility or liability in respect of the content or otherwise of any Source File in respect of which the Digital Signing Service is used.
In no event is automated or non-manual access permitted, whether by EDI, a bot or otherwise, unless expressly approved in writing by SuiteFiles following request made by the Customer. Any such authorisation is granted or declined at the absolute discretion of SuiteFiles and if granted, may be granted on any conditions that SuiteFiles thinks fit.
The Customer warrants that the Customer has the right and authority to deal with the Source Files in the manner contemplated by the Agreement.
The Customer is responsible for uploading Source Files as and when it wishes to use the Service and, except as expressly provided otherwise in the Agreement, for all aspects of the Customer’s access and use of the Digital Signing Service.
Nothing in the Agreement transfers ownership of the Source Files or Service Document to SuiteFiles.
All Source Files and Signed Files are available to the Customer for the term of the Agreement.
The Customer is solely responsible for its use of the Digital Signing Service. The Customer acknowledges that:
- (a) certain jurisdictions have restrictions on use of digital signatures for specified types of documents, activities and /or transactions;
- (b) it is the Customer’s responsibility to ensure that there are no legal restrictions in respect of the Customer’s proposed use of the Digital Signing Service; and
- (c) where any Source File would not be legally enforceable if signed or accepted by any other means, use of the Digital Signing Service to sign that Source File will not alter that.
The Customer accepts that it is responsible for monitoring the access and use of the Digital Signing Service by all Recipients and ensuring that such access and use complies with these Terms. Any non-compliance by a Recipient is deemed to be a breach by the Customer of these Terms and the Customer will be liable for that breach accordingly.