These terms of use (“Terms”) set out the terms and conditions of your use of the Access Enterprises Services offered by Access Enterprises Limited or its related companies (“we” or “Access Enterprises”). The person or organization entering into these Terms as a user of the Access Enterprises Services, together with all individual users accessing the Access Enterprises Services on that person’s behalf (together, “you” or “Users”) accept and agree to be bound by these Terms. Access Enterprises grants you a limited, non-exclusive, non-transferable, revocable license to use the Access Enterprises Services (subject to your account type) in accordance with these Terms.

In these Terms, “Access Enterprises Services” means Access Enterprises point of sale and inventory management products and services, and any features, technologies or functionality provided by those products or services, offered by us from time to time, including the Access Enterprises Register and Access Enterprises POS iOS applications (“Apps”) and www.accessenterprise.com (“Website”).

If you do not agree to any of these Terms, then you should not use the Access Enterprises Services. All rights not expressly granted to Users in these Terms are reserved by Access Enterprises.

Amendments

We may change these Terms from time to time and will endeavor to notify you of such changes via email or by displaying a message when you next use the Access Enterprises Services. If you continue to use the Access Enterprises Services, your use will be governed by the updated Terms.

From time to time, we may add, make changes to or remove altogether features or functionality of the Access Enterprises Services. If you’re using an App, you may need to install a new or updated version before you can receive the benefit of those changes. We may also decide to cease providing all or some of the Access Enterprises Services at any time, and nothing in these Terms is to be taken as a guarantee that the Apps or any Access Enterprises Services will always be available, either in its current form or at all, or that we will support, maintain or continue to offer the Access Enterprises Services, or the Apps or any version of them.

Account information

You must be 18 years or older in order to access and use the Access Enterprises Services. You agree to provide true, accurate, current and complete account information, and to maintain and promptly update your account information in order to ensure that it remains true, accurate, current and complete.

Cancellation of accounts

We can cancel or suspend your account at any time if, in our sole discretion, you have committed a material or persistent breach of these Terms or any other terms applying to your use of the Access Enterprises Services.

You are entitled to cancel your account with Access Enterprises at any time. You may cancel your account by following the prompts when you are logged into your account through the Apps or the Website. If you cancel your account before the end of your current paid up month or year, your cancellation will take effect immediately and you will not be entitled to any refund of Fees paid in advance (unless we agree otherwise).

If your account is canceled: (a) your account will be deactivated or deleted; (b) all of your rights granted under these Terms will immediately come to an end, and (c) all of your data and content may be deleted from our systems immediately. Your content cannot be recovered once your account is canceled. We are not liable for any loss or damage following, or as a result of, cancellation of your account, and it is your responsibility to ensure that any content or data which you require is backed-up or replicated before cancellation.

Fees and taxes

The fees charged for use of the Access Enterprises Services are set out on the Website (“Fees”) and are subject to change. We will endeavor to notify you (by email or by displaying a message when you next use the Access Enterprises Services) at least 30 days before increasing the Fees. Fees are charged in advance on a monthly or annual basis and are non-refundable, including if you only use part of a month or year’s subscription for the Access Enterprises Services. Unless required by law, we will not provide refunds in connection with the Access Enterprises Services. A valid credit card number is required for paying all Fees.

If you are carrying out a free trial of the Access Enterprises Services (as offered on the Website or the Apps), the free trial will begin on the day that your account is opened and end 30 days later. If you wish to continue to use the Access Enterprises Services at the end of the free trial period, you will need to provide valid credit card details (unless you choose to use any free Access Enterprises Services which we may offer from time to time).

All Fees are exclusive of all taxes (other than New Zealand GST), and you indemnify and hold Access Enterprises harmless against any claims by any tax authority for any underpayment of any sales, use, goods and services, value added or other tax or levy, and any penalties and/or interest.

You may upgrade or downgrade your account at any time

You may upgrade or downgrade your account (for example, from Advanced to Multi-outlet, or from Advanced to Starter) at any time by following the prompts when you are logged into your account.

The upgrade or downgrade will become effective immediately. If you downgrade your account, no refunds will be paid in respect of any unused portion of any higher account offering. If you upgrade your account, the balance already paid for the rest of the term will be credited to your account. We will then immediately charge your credit card for any net amount due as a result of the upgrade and your account renewal date will be reset to the next available billing day.

Downgrading your account may cause the loss of content or features of a capacity of your account. If you choose to downgrade your account, Access Enterprises does not accept any liability for the resulting loss of data, content, features or capacity.

Access Enterprises Services are provided “as is”

The Access Enterprises Services are provided on an “as is” and “as available” basis, and your use of them is at your sole risk. We will try to promptly address (during normal business hours) all technical issues that arise in connection with the Access Enterprises Services.

We do not warrant that: (a) the Access Enterprises Services will meet your specific requirements; (b) the Access Enterprises Services will be uninterrupted, timely, secure, or error-free; (c) the Access Enterprises Services will be accurate or reliable; (d) the quality of any products, services, information, or other material purchased or obtained by you through the Access Enterprises Services will meet your expectations; or (e) any errors in the Access Enterprises Services will be corrected.

You acknowledge that Access Enterprises may use third party suppliers to provide hardware, software, networking, connectivity, storage and other technology in order to provide the Access Enterprises Services. The acts and omissions of those third party suppliers may be outside of Access Enterprises control, and Access Enterprises does not accept any liability for any loss or damage suffered as a result of any act or omission of any third party supplier.

On behalf of itself and such third party suppliers, Access Enterprises excludes any other warranties that may be implied or otherwise apply under statute or other applicable law, to the maximum extent permitted by law.

Our liability is limited

To the maximum extent permitted by law, Access Enterprises shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, business, goodwill, use, data or other intangible losses (even if Access Enterprises has been advised of the possibility of such damages), resulting from: (a) the use or the inability to use the Service (in whole or in part) or any technical malfunctions; (b) the cost of procurement of substitute goods and services; (c) unauthorised access to, or alteration of, your communications or data; (d) statements or conduct of any third party regarding the Access Enterprises Services; or (e) any other matter relating to the Access Enterprises Services.

In any case, Access Enterprises maximum aggregate liability under or in connection with these Terms or your use of the Access Enterprises Services is limited to a number of Fees paid by you in the past 12 months.

You are responsible for your use of the Access Enterprises Service and you indemnify us

You are responsible for all activity that results from use of the Access Enterprises Services through your account. You are responsible for maintaining the security of your account and password. Access Enterprises will not be liable for any loss or damage that may result from any failure to keep Usernames and passwords secure.

You indemnify Access Enterprises against all forms of liability, actions, proceedings, demands, costs, charges and expenses which Access Enterprises may incur or suffer as a result of the use of the Access Enterprises Services through your account or as a result of your failure to comply with these Terms.

No malicious or illegal use

You must not: (a) use the Access Enterprises Services in any unlawful manner, for any unlawful or fraudulent purpose, or in any manner inconsistent with these Terms; (b) infringe our intellectual property rights or those of any third party in relation to your use of the Access Enterprises Services; (c) transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Access Enterprises Services; (d) use the Access Enterprises Services in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; (e) collect or harvest any information or data from the Access Enterprises Services or our systems or attempt to decipher any transmissions to or from the servers running any Access Enterprises Services; (f) disclose or distribute information relating to another User of the Access Enterprises Services to any third party, or use any other User’s information for any marketing purposes unless you have that User’s express permission to do so; or (g) access or register User logins via bots or other automated methods.

Reasonable use policy

You agree to use the Access Enterprises Services in a reasonable way (including, to avoid doubt, if you have subscribed to an ‘unlimited’ account). If we determine that your use of the Access EnterprisesServices is not reasonable or that your use is causing degraded performance of the Access Enterprises Services for you or for other Users, we may impose limits on your use of the Access Enterprises Services. Where possible, we will endeavor to give you at least 24 hours prior notice and request that your usage is reduced before imposing any limits.

Limits on your use of the Access Enterprises Services may include (but are not limited to) the quantities and volumes of the following parameters, per retailer: (a) storage required to host and backup retailer data; (b) sales transactions per calendar month; (c) API (application programming interface) calls per five (5) minute period; (d) page views per five (5) minute period; (e) bandwidth usage per twenty four (24) hour period; (f) support tickets opened per calendar month; or (g) outlets, registers, users, products and customers.

Intellectual property

You agree that Access Enterprises owns all of the intellectual property rights existing in the Access Enterprises Services. You agree not to challenge or do anything inconsistent with such ownership. You may not publish or use Access Enterprises brand, branding or logos except with Access Enterprises prior written consent.

You grant Access Enterprises a royalty-free, irrevocable, perpetual license to use (including for commercial purposes) information and/or data collected by Access Enterprises through your use of the Access Enterprises Services, provided that we aggregate or anonymise that information or data before using it. Other than this right, Access Enterprises claims no intellectual property rights in relation to the information or content you input into the Access Enterprises Services.

You may provide us with comments, feedback or suggestions on Access Enterprises Services, and you agree that we will be free to use, modify and incorporate such suggestions without any obligation to you.

General

If we don’t insist that you perform any of your obligations under these Terms, or if we do not immediately enforce our rights against you, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations.

The Access Enterprises Services are provided for use in business, so you are not a consumer. To the maximum extent permitted by law, any statutory or other consumer protection provisions (including in the Consumer Guarantees Act 1993 and in the Fair Trading Act 1986) do not apply to the Access Enterprises Services, these Terms or our relationship with you.

Each clause in these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

You are not permitted to assign, sub-license, novate or transfer these Terms or any of the rights licensed under them.

These Terms shall be governed by New Zealand law, and you submit to the exclusive jurisdiction of the New Zealand courts for any matter or dispute arising in relation to these Terms.

Additional Terms for Apple App Store downloads

If you have downloaded an App from the Apple App Store, the following additional terms and conditions in this clause 14 apply:

These Terms are solely between you and Access Enterprises, and not with Apple. We (and not Apple) are solely responsible for the App and its content (subject to these Terms). You acknowledge that Apple has no obligation to furnish any maintenance or support services to you in connection with the App.

In the event of any failure of the App to conform to any warranty that might be contained or implied into these Terms, you may notify Apple, and Apple will refund the purchase price (if any) for the App. Except for the foregoing, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App.

Any claim in connection with the App related to product liability, a failure to conform to applicable legal or regulatory requirements, claims under consumer protection or similar legislation or intellectual property infringement are governed by these Terms, and Apple is not responsible for such claims.

You must comply with the App Store Terms of use, including the Usage Rules.

You represent and warrant that you are not located in any U.S. embargoed countries or on any U.S. Government list of prohibited or restricted parties.

Apple and its subsidiaries are third party beneficiaries to these Terms and, upon your acceptance of them, Apple will have the right to enforce these Terms against you.

All other terms and conditions of these Terms apply to your use of the App.