Crossfire Cloud EDI (‘CCE’) Service is owned and managed by Sandfield Associates Limited (‘SAL’)
These Terms are binding on any use of the Service and apply to You from the time that SAL provides You with access to the Service.
SAL reserves the right to change these terms at any time, effective upon the posting of updated terms on the website. SAL will endeavour to communicate changes to You. It is Your obligation to ensure that You have read, understood and agree to the most recent terms available on the Website.
By registering to use the Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.
2. USE OF EDI SERVICE
SAL grants You the right to use the Service. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement.
3. YOUR OBLIGATIONS
An invoice for the Access Fee will be issued each month starting one month from the date You started using the service. All invoices will include the Access Fee for the preceding period one month of use. SAL will continue invoicing You monthly until this Agreement is terminated in accordance with clause 8.
All SAL invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email. You must pay or arrange payment of all amounts specified in any invoice by the due date for payment and are payable within 10 days of the invoice date. You are responsible for payment of all taxes and duties in addition to the Access Fee.
You must only use the Service for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by SAL or condition posted on the Website. You may use the Service on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorized to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.
As a condition of these Terms, when using the Services, You must:
Not attempt to undermine the security or integrity of SAL’s computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;
Not use, or misuse, the Services in any way which may impair the functionality of the Services or other systems used to deliver the Services or impair the ability of any other user to use the Services;
Not transmit 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); and
Not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services except as is strictly necessary to use either of them for normal operation.
Use of the Service may be subject to limitations, including but not limited to EDI volumes. Any such limitations will be advised.
You indemnify SAL against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to SAL, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.
Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of SAL.
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 SAL Access Fee when due. You grant SAL the right to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to use the Services and for any other purpose related to provision of services to You.
You must maintain copies of all Data inputted and into the Service and received from the Service. SAL adheres to its best practice policies and procedures to prevent data loss, but does not make any guarantees that there will be no loss of Data. SAL expressly excludes liability for any loss of Data no matter how caused.
If You enable third-party applications for use in conjunction with the Services, You acknowledge that SAL may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Services. SAL shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.
You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
You acknowledge that:
SAL gives no warranty about the Services. Without limiting the foregoing, SAL does not warrant that the Services will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
You warrant and represent that You are acquiring the right to access and use the Services 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, or these Terms.
7. LIMITATION OF LIABILITY
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.
a. breach any of these Terms (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
b. breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3.4 or any payment of Access Fees that are more than 30 days overdue); or
c. You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,
SAL may take any or all of the following actions, at its sole discretion:
d. Terminate this Agreement and Your use of the Services;
e. Suspend for any definite or indefinite period of time, Your use of the Services and the Website;
f. Suspend or terminate access to all or any Data.
g. Take either of the actions in sub-clauses (d), (e) and (f) of this clause 8(2) in respect of any or all other persons whom You have authorized to have access to Your information or Data.
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:
Clauses 3.1, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.
9. HELP DESK
In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting SAL. If You still need technical help, please check the support provided online by SAL on the Website or failing that email us at [email protected]
Whilst SAL intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services may be unavailable to permit maintenance or other development activity to take place. If for any reason SAL has to interrupt the Services for longer periods than SAL would normally expect, SAL will use reasonable endeavours to publish in advance details of such activity to You.
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
You may not assign or transfer any rights to any other person without SAL’s prior written consent.
This Agreement will be governed by and construed in accordance with the laws of New Zealand and the parties submit to the non-exclusive jurisdiction of the courts of New Zealand.
If any provision of this Agreement is held invalid, unenforceable or illegal for any reason, the Agreement shall remain otherwise in full force apart from such provisions which shall deemed deleted.
Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to SAL must be sent to [email protected] or to any other email address notified by email to You by SAL. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.
A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.