General Terms

Effective Date: 31st August 2022

1 - Term

This Agreement commences on the date a relevant Partner logs into the Logrithm eDocket Portal in accordance with clause 2.2(a), and subject to earlier termination, continues until expiry of the relationship between the Supplier and the Customer (Term).

2 - Services

2.1 - SaaS Solution 

(a) The Supplier will, during the Term, provide the SaaS Solution and the Documentation to the Customer and the Customer may make the SaaS Solution and the Documentation available to the Partners, on the terms of this Agreement. 

(b) The Supplier may modify or update the SaaS Solution at any time but will consult with the Customer if such modification or update could negatively impact on the Customer..  

2.2 - Implementation Services 

(a) By logging into the Logrithm eDocket Portal and accessing the SaaS Solution, the relevant Partner agrees to be bound by the General Terms and shall become a party to the Agreement between the Supplier and the Customer.  

2.3 - Support Services 

(a) The Supplier will, during the Term, provide the Support Services to the Customer on the terms of this Agreement. 

(b) As part of the Support Services, the Supplier will provide the Customer with support associated with accessing and using the SaaS Solution as may be reasonably appropriate in view of the issues for which the support is required. This may include:  

(i) the correction of faults or defects in the SaaS Solution; and 

(ii) access to the Supplier’s consultants via helpdesk support. 

(c) The Support Services do not include: 

(i) direct support to the Partners or Users, associated with accessing or using the SaaS Solution;  

(ii) development which changes the way in which the SaaS Solution functions or which incrementally adds functionality; 

(iii) configuration, customisation or maintenance of any third-party software or services used by the Customer in relation to the SaaS Solution;  

(iv) training in the use of the SaaS Solution; or  

(v) any data migration. 

3 - Supplier obligations

(a) The Supplier will provide the Services with reasonable skill and care, in a timely and efficient manner, using appropriately qualified and experienced Personnel. 

(b) The Supplier will comply with all applicable Laws in performing its obligations under this Agreement. 

4 - User obligations 

(a) The Users must not: 

(i) allow any person to access or use the SaaS Solution or Documentation other than those permitted under this Agreement; 

(ii) must not share any passwords used in connection with the SaaS Solution with any other person; 

(iii) except as permitted under this Agreement or any Law, copy, modify, alter, rent, lease, reverse engineer, tamper with, decompile or disassemble the SaaS Solution or the Documentation; 

(iv) use or permit the use of the SaaS Solution to provide any form of bureau service or for similar activities; 

(v) permit the SaaS Solution to be combined with or incorporated in other software; or 

(vi) access all or any part of the Services in order to build or provide any similar or competitive goods or services to third parties.  

(b) The Users: 

(i) must provide the Supplier with all co-operation, information and all necessary access as may be reasonably required by the Supplier in order to provide the Services (including access to User Data and the User’s Personnel); 

(ii) must ensure that in using the SaaS Solution or Services, it complies with all applicable Laws and the terms of this Agreement;  

(iii) must ensure that the User Systems comply with the relevant specifications notified by the Supplier from time to time, and are protected by current anti-virus and malware systems; and 

(iv) will be responsible for obtaining and maintaining any equipment and ancillary services required in order to access or use the SaaS Solution (including hardware, servers, modems, software, operating systems, networking and web servers).  

(c) The Supplier may suspend access to the SaaS Solution where it reasonably believes that there has been any unauthorised use of the SaaS Solution. Where the Supplier does so, it will notify the Customer within a reasonable period of time of the suspension occurring and the parties will work together to resolve the matter. Nothing in this clause 4(c) limits any other rights or remedies that Supplier may have in such circumstances. 

5 - Confidentiality 

5.1 - Restrictions on use and disclosure 

(a) Each party (the Receiving Party) may only use the Confidential Information disclosed or revealed by the other party (the Disclosing Party) for the purposes of performing its obligations or exercising its rights under this Agreement. 

(b) Subject to clause 5.2, the Receiving Party must keep the Disclosing Party’s Confidential Information confidential.  

5.2 - Permitted disclosures 

The Receiving Party may disclose the Confidential Information of the Disclosing Party:  

(a) to those of its Personnel and professional advisers who need to know such Confidential Information, provided that the Receiving Party ensures that those Personnel and professional advisers keep such Confidential Information confidential in accordance with this clause 5; 

(b) to the extent required by Law; or 

(c) with the prior written consent of the Disclosing Party. 

5.3 - Security 

(a) The Receiving Party must take reasonable steps to protect the Confidential Information of the Disclosing Party against unauthorised use or disclosure, and in any event must take steps at least as stringent as those used by the Receiving Party to protect its own Confidential information.  

(b) In respect of User Data, the Supplier will establish and maintain the technical and organisational measures specified in the Security Requirements Document to keep User Data secure.  

5.4 - Return of Confidential Information 

Upon termination or expiration of this Agreement for any reason, the Receiving Party must immediately return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control. 

5.5 - Right to injunctive relief 

The Receiving Party acknowledges that monetary damages may not be a sufficient remedy for a breach of its obligations under this clause 5, and that the Disclosing Party will be entitled, without waiving any of its other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction if any such breach occurs. 

6 - Privacy 

6.1 - Collection of Personal Information 

The Users agree that the Supplier may collect and retain Personal Information about the Users, and their Personnel and professional advisers, including, but not limited to, names, email addresses and company information.  The Supplier employs other companies and individuals to perform functions on its behalf. They have access to Personal Information needed to perform their functions but must not use it for other purposes.  

6.2 - Privacy Policy 

The Users acknowledge that the Supplier will collect and retain information in accordance with its Privacy Policy and agrees to be bound by such Privacy Policy. 

6.3 - Security

(a) The Supplier will implement appropriate technical and organisational measures to ensure a level of security appropriate to the User Data.

(b) The Customer acknowledges that the Supplier’s security measures are appropriate in relation to the risks associated with the User Data, and will notify the Supplier prior to any intended use of the Services by the Customer, Partners or Users for which the Supplier’s security measures may not be appropriate.

(c) If the Supplier becomes aware of a confirmed Security Incident, the Supplier shall inform Customer without undue delay. If such notification is delayed, it will be accompanied by reasons for the delay.  The Supplier shall further take such reasonably necessary measures and actions to remedy or mitigate the effects of the Security Incident and shall keep Customer informed of all material developments in connection with the Security Incident.

(d) The SaaS Solution is hosted in Australia.

7 - Intellectual Property 

7.1 - SaaS Solution and Documentation 

(a) The Supplier grants to the Customer a non-exclusive, non-transferable, non-sub licensable right to: 

(i) access and use, and to enable the Partners to access, the SaaS Solution and the Documentation during the Term, solely for the Customer’s own business purposes (including for the purposes of collaborating with the Partners), in accordance with this Agreement; and 

(ii) make such copies of the Documentation as the Customer reasonably requires in order to make full use of the SaaS Solution and for backup, testing, security and archival purposes. 

(b) The parties agree that Partners may only access and use the SaaS Solution and the Documentation under the licence granted in clause 7.1(a)(i) if that Partner has agreed to be bound by these General Terms. 

(c) Notwithstanding any previous agreement or any other documentation agreed between the parties, and other than the license granted at clause 7.1(a) above, the Users acknowledge that they have no right, interest or claim, whether past, present, or future, to Intellectual Property Rights in the SaaS Solution, the Documentation or any other Services. 

7.2 - User Data  

(a) If a User provides the Supplier with any User Data, the relevant User grants the Supplier a non-exclusive license for the Term to use, host and store that User Data for the purpose of providing the Services in accordance with this Agreement, and the Supplier may sublicense these rights to the Supplier’s subcontractors subject to the provisions of this Agreement. 

(b) The Supplier acknowledges that this Agreement does not transfer to it any Intellectual Property Rights in the User Data. 

(c) Notwithstanding any other term of this Agreement: 

(i) the Supplier may collect, analyse, use and disclose to its service providers, anonymous data and information relating to the provision, use and performance of the Services supplied under this Agreement for the purpose of assisting the Supplier to assess and improve the Services and develop other service offerings. Any such disclosure will not include any of the User’s Confidential Information (including User Data), details of the User’s identity; and 

(ii) the Customer agrees to act as a reference customer for the Supplier, as reasonably requested by the Supplier, including allowing the Supplier to refer to the Customer and use the Customer’s logo on the Supplier’s marketing material and website. 

8 - Third party claims indemnity 

(a) Subject to the following provisions of this clause 8, each party (the Indemnifying Party) will indemnify and hold harmless the other party and its Personnel (together, Those Indemnified) against any damage, cost, loss expense, liability, outgoing, fine or payments (including reasonable legal fees) (Loss) incurred or suffered by any of Those Indemnified as a result of any claim, action, proceeding or demand made or brought by a third party against any of Those Indemnified that: 

(i) where the Supplier is the Indemnifying Party, the Services or any Documentation provided by the Supplier under this Agreement infringes the Intellectual Property Rights of any third party (except to the extent that the claimed infringement relates to the modification of the Services or Documentation by a User); or 

(ii) where a User is the Indemnifying Party any of the User Data provided by the relevant User under this Agreement infringes the Intellectual Property Rights of any third party, or is defamatory or unlawful, 

(each an Indemnified Claim). 

(b) If any Indemnified Claim is brought against Those Indemnified, they must:  

(i) notify the Indemnifying Party of the Indemnified Claim as soon as reasonably practicable; 

(ii) provide the Indemnifying Party with all reasonable assistance in connection with its handling of the Indemnified Claim, at the Indemnifying Party’s expense; and 

(iii) allow the Indemnifying Party to direct any defence and settlement of the Indemnified Claim. 

(c) The Indemnifying Party’s liability to indemnify Those Indemnified will be reduced proportionately to the extent that any act or omissions of Those Indemnified contributed to the relevant Loss.  

(d) Where any person makes an Indemnified Claim in connection with: 

(i) any User Data, the relevant User may remove the User Data; or 

(ii) the provision of the Services or any Documentation by the Supplier, the Supplier may in its sole discretion either:  

(A) procure the right for the relevant User to continue using the Services or Documentation (as applicable); or 

(B) modify or replace the Services or Documentation (as applicable) to make them non-infringing. 

9 - Liability 

9.1 - Disclaimer 

(a) The Services and Documentation are provided to the Users on an ‘as-is’ basis. To the maximum extent permitted by Law, the Supplier does not warrant, represent or guarantee: 

(i) that the Services or Documentation will be fault free, continuously available; or 

(ii) that the Services or Documentation, or the results obtained from the use of the Services or Documentation, will meet the User requirements, be accurate or complete or be fit for any particular purpose.  

(b) The Users acknowledges that they assume responsibility and Liability for any application by the Users of the results obtained from the Services or Documentation by the Users, and for any conclusions or decisions made by the Users using such results.  

9.2 - Mutual warranty 

Each party warrants to the other that it has the right and ability to enter into this Agreement and that this Agreement will be legally binding on it. 

9.3 - Customer warranty 

The Users warrant to the Supplier that they have the necessary mechanisms in place to prevent any unauthorised use of the SaaS Solution, Services and/or the Documentation by any unauthorised user or by more persons than are permitted under this Agreement. 

9.4 - User indemnity 

The Customer and Partners each indemnify the Supplier and must keep the Supplier indemnified against all losses, costs, actions, claims, demands, judgments, court orders, damages, fees and expenses or other liabilities of the Supplier arising directly or indirectly out of or in connection with the Customer’s or relevant Partner’s use of the Services or the Documentation in a manner not authorised in this Agreement. 

9.5 - Implied warranties  

(a) To the full extent permitted by Law, the Supplier excludes all representations, warranties or terms (whether express or implied) other than those expressly set out in this Agreement. 

(b) This Agreement is to be read subject to any legislation which prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions, guarantees or obligations. 

9.6 - Exclusions 

To the extent permitted by Law, the Supplier has no Liability to the Users to the extent that the Liability: 

(a) is fairly and reasonably considered to arise other than naturally (according to the usual course of things) from the fact, matter or circumstances giving rise to the relevant claim; or 

(b) is for indirect loss, loss of profits, loss of revenue, loss of business opportunities, loss of anticipated savings, or loss of data (including the User Data), even if that loss is fairly and reasonably considered to arise naturally (according to the usual course of things) from the fact, matter or circumstance giving rise to the relevant claim.   

10 - Force Majeure Events 

(a) Except for the Customer’s obligation to pay fees, the Supplier nor the Customer will be liable for any failure to perform its obligations under this Agreement where that performance is delayed, prevented, restricted or interfered with as a result of a Force Majeure Event, provided that the Force Majeure Event could not have been prevented by reasonable precautions and cannot reasonably be circumvented by the nonperforming party through the use of alternate sources, workarounds or other means.   

(b) The party unable to perform its obligations must: 

(i) notify the other party promptly of any delay referred to in clause 10(a); and 

(ii) use its best efforts to minimise the effect of the Force Majeure Event and resume performance in accordance with this Agreement as soon as possible. 

11 - General 

11.1 - Entire Agreement 

This Agreement is the entire agreement between the parties about its subject matter and replaces all previous agreements, understandings, representations and warranties about that subject matter.   

11.2 - Variation

The Supplier may amend this Agreement from time to time by notice to the Customer. 

11.3 - Subcontracting 

The Supplier may subcontract the performance of any of its obligations under this Agreement at any time. The Supplier will remain liable for the acts or omissions of its subcontractors as if they were its own acts or omissions. 

11.4 - Capacity of execution 

Each party executes this Agreement solely in its own legal capacity and not as agent or trustee for or a partner of any other person.   

11.5 - Relationship of the parties 

Nothing in this Agreement is intended to constitute a fiduciary relationship or an agency, partnership or trust, and no party has authority to bind the other party. 

11.6 - Survival 

Clauses 4(b)(iii), 5, 6 7.1(c), 7.2(b), 7.2(c), 8, 9 and 11 survive termination or expiry of this Agreement, together with any other term which by its nature is intended to do so. 

11.7 - Severability 

Any term of this Agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity or enforceability of the remainder of this Agreement is not affected. 

11.8 - Waiver 

The failure of a party to exercise or delay in exercising a right or power does not operate as a waiver of that right or power and does not preclude the future exercise of that right or power. A waiver is not effective unless it is in writing. 

11.9 - Cumulative rights 

Except as expressly provided in this Agreement, the rights of a party under this Agreement are in addition to and do not exclude or limit any other rights or remedies provided by Law. 

11.10 - Further assurances 

Each party must do all things and execute all further documents necessary to give full effect to this Agreement. 

11.11 - Assignment 

No party may assign or novate this Agreement or otherwise deal with the benefit of it or a right under it, or purport to do so, without the prior written consent of the other party which consent may not be unreasonably withheld. 

11.12 - Notices 

A notice, consent or other communication under this Agreement is only effective if it is in writing, signed by or on behalf of the party giving it and it is received in full and legible form at the addressee’s address or email address.  It is regarded as received at the time and on the day it is actually received, but if it is received on a day that is not a Business Day or after 5.00 pm on a Business Day it is regarded as received at 9.00 am on the following Business Day. 

11.13 - Construction 

No rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement. 

11.14 - Governing law 

This Agreement is governed by the laws of New Zealand .  Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New Zealand. 

11.15 - Public statements 

No party may make any public statement (whether written or verbal) about this Agreement, or anything related to the subject matter of this Agreement, without the prior written consent of the other party. 

11.16 - Counterparts 

This Agreement may be executed in any number of counterparts, each of which, when executed, is an original. Those counterparts together make one instrument. The parties consent to using and being bound by their electronic signatures. 

11.17 - Interpretation 

In this Agreement the following rules of interpretation apply unless the contrary intention appears: 

(a) headings are for convenience only and do not affect the interpretation of this Agreement; 

(b) the singular includes the plural and vice versa; 

(c) where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings; 

(d) the words 'such as', 'including', 'particularly' and similar expressions are not used as, nor are intended to be, interpreted as words of limitation; 

(e) a reference to: 

(i) a person includes a natural person, partnership, joint venture, government agency, association, corporation or other body corporate; 

(ii) a thing includes a part of that thing; 

(iii) a party includes its successors and permitted assigns and includes, as the context requires, an authorised Partner; 

(iv) a document includes all amendments or supplements to that document; and 

(v) a monetary amount is in [New Zealand Dollars or Australian Dollars]; and 

(f) when the day on which something must be done is not a Business Day, that thing must be done on the following Business Day. 

12 - Dictionary 

In this Agreement, unless the contrary intention appears: 

AEST means Australian Eastern Standard Time.  

Agreement means this software as a service agreement which comprise of: 

(a) these General Terms; and 

(b) an agreed set of commercial terms (to the extent this Agreement relates to the Supplier and a Customer). 

Business Day means a day on which banks are open for business excluding Saturdays, Sundays and public holidays in the customers locale in Australia/ New Zealand. 

Confidential Information means any information of whatever kind disclosed or revealed by the Disclosing Party to the Receiving Party under or in relation to this Agreement: 

(a) is by its nature confidential; 

(b) is designated by the Disclosing Party as confidential; or 

(c) the Receiving Party knows or reasonably ought to know is confidential, 

including: 

(d) where the Supplier is the Disclosing Party, any part of the Services or Documentation that is not otherwise publicly available; and 

(e) where a User is the Disclosing Party, the User Data, 

but does not include information that: 

(f) is published or has otherwise entered the public domain without a breach of this Agreement; 

(g) is obtained from a third party who has no obligation of confidentiality to the Disclosing Party; or 

(h) is independently developed or obtained without breach of this Agreement. 

Customer means a customer that has entered into an agreement with the Supplier in respect of the use of the SaaS Solution by itself and its Partners. 

Disclosing Party has the meaning given in clause 5.1(a) of the General Terms. 

Documentation means any documentation provided by the Supplier to the Users under this Agreement in connection with the Services. 

Force Majeure Event means any fire, flood, earthquake, elements of nature or acts of God, strikes, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, quarantines, embargoes and other similar governmental action, or any other similar cause beyond the reasonable control of a party.   

General Terms means these “General Terms”. 

Implementation Services means the implementation services provided in relation to the SaaS Solution. 

Indemnifying Party is defined in clause 8(a) of the General Terms. 

Indemnified Claim is defined in clause 8(a) of the General Terms. 

Insolvency Event means the occurrence of any one or more of the following events in relation to a party: 

(a) an order is made or an effective resolution is passed for winding up or dissolution without winding up (otherwise than for the purposes of reconstruction or amalgamation) of that party and the order or resolution remains in effect for a continuous period of 7 Business Days; 

(b) a receiver, receiver and manager, official manager, administrator, provisional liquidator, liquidator, or like official is appointed over the whole or substantial part of the undertaking and property of that party and the appointment remains in effect for a continuous period of 7 Business Days;  

(c) a holder of an encumbrance takes possession of the whole or any substantial part of the undertaking and property of that party;  

(d) that party is unable to pay its debts as they fall due; or 

(e) that party becomes insolvent or is deemed to become insolvent under the law of any applicable jurisdiction. 

Intellectual Property Rights means any and all intellectual and industrial property rights throughout the world including rights in respect of or in connection with any confidential information, copyright (including future copyright and rights in the nature of or analogous to copyright), moral rights, inventions (including patents), trademarks, service marks, designs and circuit layouts whether or not now existing and whether or not registered or registrable including any right to apply for the registration of such rights and all renewals and extensions. 

Law means (whether in New Zealand or any other relevant jurisdiction) all laws, codes, guidelines and the like, including rules of common law, principles of equity, statutes, regulations, proclamations, ordinances, by-laws, rules, regulatory principles and requirements, statutory rules of an industry body, statutory and mandatory codes of conduct, writs, orders, injunctions, judgments, generally accepted accounting principles in force or as applicable from time to time; 

Liability (of a party) means any liability of that party (whether arising under contract, tort (including negligence), indemnity statute or in any other way) under or in connection with this Agreement. 

Logrithm eDocket Portal means the portal used by the Customer or a Partner to access the SaaS Solution. 

Loss is defined in clause 8(a) of the General Terms. 

NZDT means New Zealand Daylight Time.

Partner means an authorised supply chain partner of the Customer and Partners means any number of Partners. 

Personnel means officers, employees, secondees, agents, and contractors.  

Personal Information means personal information, as that term is defined in the Privacy Act 2020 (NZ), that is provided to, or obtained or accessed by, Supplier in the course of performing its obligations under this Agreement. 

Privacy Policy means the Supplier’s privacy policy, as notified by the Supplier to the Users from time to time, and currently provided at www.logrithm.co.nz/privacy-policy.  

Receiving Party has the meaning given in clause 5.1(a) of the General Terms. 

SaaS Solution means the software as a service solution which is accessible through the Logrithm eDocket Portal, associated mobile applications and APIs, and includes any updates or modifications to that solution released by the Supplier from time to time. 

Security Incident means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, User Data transmitted, stored or otherwise processed by or on behalf of the Supplier.

Services means the provision of the SaaS Solution, the Implementation Services (including Documentation) and the Support Services. 

Supplier means Logrithm Limited (New Zealand Company Number 8235170) 

Support Services means the support services provided in relation to the SaaS Solution as specified in clause 2.3. 

Term has the meaning given in clause 1 of the General Terms. 

Those Indemnified is defined in clause 8(a) of the General Terms. 

User Data means: 

(a) any data provided by a User that is entered into, stored in, or processed by the SaaS Solution or Website; and 

(b) any data that is based on or derived from the data described in paragraph (a) and provided to a User via the SaaS Solution or Website. 

User Systems means the hardware, software, consumables, networks (internal and external) and any other equipment, which are owned by or leased to a User. 

User means the Customer or Partner (and each of their Personnel) and Users means the Customer and any number of Partners (and each of their Personnel). 

Website means https://www.logrithm.co.nz/ .