Redax Terms And Conditions

Welcome to Redax.

These Terms of Use set out our, and your, rights and obligations in relation to your use of the Subscription Services.

Please read these Terms of Use carefully before using the Subscription Services. By registering for or using the Subscription Services, you agree to follow and be bound by these Terms of Use. If you do not agree to all the Terms of Use, you must not use the Subscription Service.

These Terms of Use may be varied by us at any time, effective upon the posting of modified terms on the Redax Website or as otherwise notified to you in writing (including by email). You will ensure that you have read, understood and agreed to the most recent terms posted on the Redax Website or as otherwise notified to you.

The individual registering to access the Subscription Services confirms that they have the authority, without requiring the consent of any other person or body, to bind their organisation to these Terms of Use.

1. Definitions and Interpretation:

1.1 In this Agreement, unless the context requires otherwise:

Affiliate means any entity that controls, is controlled by or is under common control with a party;

Agreement means these Terms of Use and any Subscription Schedule;

Authorised User means any employee, contractor, officer or agent of Subscriber who is authorised by Subscriber to access and use the Subscription Services in accordance with this Agreement;

Business Day means a day other than a Saturday, Sunday or public holiday in Auckland, New Zealand;

Commencement Date means the date on which you (a) accept these Terms of Use; (b) enter into a Subscription Schedule; or (c) start using the Subscription Services, whichever is earlier;

Confidential Information means any information (in whatever form) about or belonging to a party that:

is by its nature confidential;
the other party knows or should know is confidential; or
is expressly identified as confidential,

and is disclosed to, or obtained by, the other party in connection with this Agreement.

The Content (other than the Content expressly set out in any Form) is our Confidential Information for the purposes of this Agreement;

Content means any and all publications, software, tools, data, information, pictures, graphics and other materials published or made available via the Subscription Services, including all Third Party Content;

Forms means the forms made available by us to you for export and printing via the prescribed functionality on Redax Website, and which include such Content, and are in such format, as prescribed by us from time to time;

Initial Subscription Term means: (a) the initial subscription term set out in the Subscription Schedule or otherwise agreed between the parties in writing; or (b) if the initial subscription term has not been agreed in accordance with (a), 12 months;

Intellectual Property Rights means all brand names, trade marks, service marks, trade names, logos, copyrights, patents, licences, designs and rights in a design, look and feel, know-how, trade secrets, inventions, technical data, concepts, ideas, moral rights and all other similar property, whether or not registered, in the course of being registered or unregistered and any analogous rights worldwide;

Internal Business Purposes means solely for your internal business needs and not for the benefit of any third party unless we have otherwise given our prior written consent (which may be withheld at our sole discretion);

Personal Information is as defined in the Privacy Act 2020;

Privacy Law means the Privacy Act 2020, the Unsolicited Electronic Messages Act 2007 and any other New Zealand acts and regulations which regulate the use of Personal Information;

Redax, we, us and our means RE40 Limited and its subsidiary companies, together or individually as the context implies;

Redax Website means redax.co.nz or any other URL address notified to you by us from time to time;

Subscriber, you or your means the person that has subscribed to the Subscription Services and accepted the terms of this Agreement;

Subscription Fee means the subscription fee payable for your (and your Authorised Users’) access and use of the relevant Subscription Services, as set out in the Subscription Schedule or otherwise agreed between the parties in writing;

Subscription Schedule means the subscription schedule agreed between you and us, setting out the commercial terms applying to your access and use of the Subscription Services;

Subscription Services means the service provided by us that is accessible to you via the Redax Website, including access to the Content and Forms;

Third Party Content means any Content: (a) owned and/or made available by a third party; and (b) licensed to, and/or obtained by, us;

Virus means any thing or device (including any software, code, file or program) which may: (a) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; (b) prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or (c) adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices; and

Your Data means the data inputted by you or your Authorised Users for the purpose of using the Subscription Services or facilitating use of the Subscription Services, including, where applicable, Authorised Users’ data.

1.2. In this Agreement, unless the context requires otherwise:

(a)a reference to a statute includes all regulations under and amendments to that statute, and any statute passed in substitution for that statute or incorporating any of its terms;

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

(c)references to a “party” or “parties” are to the parties to the Agreement and include their successors and permitted assigns;

(d)“person” includes a natural person and any entity whether or not incorporated; and

(e)the words “includes” or “including” do not imply any limitation.

2. Licence and Access

2.1 Licence:

Subject to you registering an account with us, paying all applicable Subscription Fees and otherwise complying with this Agreement, we grant to you, with effect from the Commencement Date for the term of this Agreement, a non-exclusive, non-transferable and revocable right for you and your Authorised Users to access and use the Subscription Services that you have subscribed to in New Zealand, solely for your Internal Business Purposes and subject to the terms of this Agreement. Nothing in this clause permits you or your Authorised Users to retrieve or use any Content that you are not expressly authorised to access.

2.2 Internal Business Purposes:

For the purpose of the licence in clause 2.1, Internal Business Purposes includes:

(a)making copies of and/or distributing any Forms in accordance with this Agreement; and

(b)providing and advertising your services to your existing or prospective clients in the ordinary course of your business (provided such services do not compete with the Subscription Services and you are not otherwise in breach of the restrictions in clause 3.2);

but does not include any other direct or indirect supply or resale of Content to any third party.

2.3 Subscription Services:

We will use reasonable efforts to provide the Subscription Services:

(a)in accordance with these Terms; and

(b)exercising reasonable care, skill and diligence.

Although we try to ensure the Subscription Services are available on a 24/7 basis, on occasion the Subscription Services may be unavailable to allow routine or emergency maintenance or other development activity, or for reasons that are outside our control. We will use reasonable efforts to publish advance details of any unavailability on the Website.

2.4 Authorised Users:

Without limiting any of your obligations under this Agreement:

(a)you will ensure that Authorised Users comply with the terms of this Agreement;

(b)we will have no liability to Authorised Users (whether direct or indirect) arising out of or in connection with their use of the Subscription Services; and

(c)any act or omission of Authorised Users relating to the Subscription Services will be treated as your act or omission. Without prejudice to our other rights and remedies, we may terminate any authority you have granted to any Authorised User if we consider that the relevant Authorised User has put you in breach of this Agreement.

2.5 Change in Subscription Services:

(a)You may request us to:

(i)add, remove or change Authorised Users;

(ii)add, remove or change Subscription Services;

(iii)configure or customise any part of the Subscription Services; and

(iv)add, remove or change details in relation to your account with us.

(b)We may accept or refuse any such request at our discretion. If we accept any such request, we will take the necessary action as soon as practicable in accordance with the provisions of this Agreement.

(c)If you downgrade your account, no refunds will be paid in respect of any unused portion of any higher account offering. If you upgrade or customise your account, the balance already paid for the rest of the term will be credited to your account. We will charge you for any amount due as a result of the upgrade/customisation and your account renewal date will be reset to the next available billing day.

(d)Downgrading or customising your account may cause the loss of content, features or capacity of your account. If you choose to downgrade or customise your account, we do not accept any liability for any resulting loss of data, content, features or capacity.

2.6 Updates and Modifications:

You acknowledge that we regularly upgrade and update the Subscription Services and that the Subscription Services are continually evolving. Where we deem necessary, we will provide you with reasonable notice of any such changes.

2.7 Fees and Payment:

You will pay the Subscription Fee for the use of the Subscription Services. We will issue invoices for the Subscription Fee and you will pay such invoices by the 20th of the month following the month of the invoice. If you fail to pay any invoice when due, we may, without liability to you, suspend access to all or any of Subscription Services used by you until all amounts owing are paid in full. We may vary the Subscription Fee by giving you at least 30 days’ prior written notice.

3. Access Obligations and Restrictions on Use

3.1 Access obligations:

You will:

(a)keep secure logins and passwords for your access and use of the Subscription Services and keep such logins and passwords confidential;

(b)allow us at any time to audit your use of the Subscription Services in order to establish whether the Subscription Services are being used in accordance with this Agreement;

(c)promptly disable any login account if we discover (through undertaking the audits referred to in clause 3.1(b)) that any login details have been provided to any third party;

(d)on demand, pay to us an amount of any underpayment of Subscription Fees discovered by us through undertaking the audits referred to in clause 3.1(b);

(e)only access those parts of the Redax Website that you have been authorised to access. If you have access to parts of the Redax Website that you do not think you should have access to please immediately contact us and do not continue to access those parts;

(f)use all reasonable endeavours to prevent any unauthorised access to, or use of, the Subscription Services and, in the event of any such unauthorised access or use, promptly notify us;

(g)comply with all applicable laws with respect to your use of the Subscription Services; and

(h)indemnify us, our directors, officers and employees against all losses, costs, expenses and damages incurred in connection with any claim arising from any reasonable reliance by us on any use of your password, including us disclosing information relating to you or your use of the Subscription Services that you have authorised us to disclose or we are required to disclose.

3.2 Restrictions:

You will not (whether for your Internal Business Purposes or otherwise) and will ensure that your Authorised Users do not:

(a)except to the extent expressly permitted under this Agreement or by any applicable law which is incapable of exclusion by agreement between the parties:

(i)copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Subscription Services in any form or media or by any means; or

(ii)reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Subscription Services;

(b)access all or any part of the Subscription Services in order to build or provide a product or service which competes with the Subscription Services;

(c)resell any Content or otherwise use the Subscription Services to provide services to third parties (other than for Internal Business Purposes);

(d)modify any Form (including the Content or format of any Form) without our prior written consent;

(e)remove, obscure, tamper with, or reduce the prominence of any business names, logos, trademarks, attribution notices, disclaimers or privacy notices attached to or used in relation to any Content, Forms or Subscription Services;

(f)undermine the integrity or security of:

(i)the Subscription Services; or

(ii)our, or any third party’s, systems, networks or resources used in the provision of the Subscription Services;

(g)make the Subscription Services available to any third party (other than to Authorised Users in accordance with this Agreement);

(h)use the Subscription Services in a manner likely to cause excessive load or otherwise interfere with the delivery of the Subscription Services to third parties;

(i)obtain, or assist third parties in obtaining, access to the Subscription Services or other related materials, other than as provided under this clause 3;

(j)cause or permit any ‘denial of service’ or similar event to occur in relation to the Redax Website;

(k)data mine, scrape, crawl, aggregate, copy, extract or attempt to harvest the Content for any purpose;

(l)use the Subscription Services or Content in any manner or for any purpose (or do anything in connection with this Agreement) that violates any law or regulation, or any right of any person, including Intellectual Property Rights or rights of privacy;

(m)use Content for any data analytics other than as expressly permitted under this Agreement ;

(n)replicate, in whole or in part, the "look and feel" of the Subscription Services;

(o)circumvent (or attempt to circumvent) technological measures that prevent outside access to the Subscription Services;

(p)use or convert Content for, or in relation to, a competing product or service;

(q)use our branding, trademarks or logos without our prior written consent; and

(r)do anything to incur any liability on us, harm our reputation or otherwise bring our brand into disrepute, or cause us to lose the services of any of our suppliers (including any internet service provider) or the business of any of our users.

4. Publicity and Conduct

4.1 Publicity:

Except as set out in this Agreement, you may not make any public statements about this Agreement or the Content without our prior written consent.

4.2 Conduct:

You will avoid deceptive, misleading or unethical practices that are, or might be, detrimental to us, the Subscription Services, or the public, and will not publish or employ, or co-operate in the publication or employment of, any false, misleading or deceptive advertising material or other representations regarding you, us or the Subscription Services.

5. Term and Termination

5.1 Term:

This Agreement will commence on the Effective Date and will continue for the Initial Subscription Term unless terminated earlier in accordance with its terms.

5.2 Renewal:

This Agreement will automatically renew for further periods equivalent to the Initial Subscription Term (each a “Renewal Term”) upon expiry of the Initial Subscription Term or relevant Renewal Term, unless either party gives written notice to the other party, no less than 60 days before the end of the Initial Subscription Term or relevant Renewal Term, to terminate the Agreement at the end of the Initial Subscription Term or relevant Renewal Term.

5.3 Termination for cause:

A party may terminate this Agreement with immediate effect on giving written notice to the other party if the other party:

(a)materially breaches this Agreement and:

(i)the material breach cannot be remedied; or

(ii)the material breach can be remedied but the defaulting party fails to remedy such breach within 10 Business Days of notice in writing of that breach; or

(b)becomes bankrupt, goes into liquidation or has a receiver, statutory manager or administrator appointed over any of its assets, becomes insolvent, ceases to carry on its business or makes any composition or arrangement with creditors.

5.4 Suspension or termination by Redax:

If we consider (acting reasonably) that you have used the Subscription Services or Content outside the scope of the licence in clause 2 or breached any of the obligations or restrictions in clause 3, we may, at our sole discretion and without limiting our other legal rights and remedies:

(a)suspend your access to the Subscription Services for the duration of any such non-compliance; or

(b)terminate this Agreement.

5.5Consequences of expiry or termination: On expiry or termination of this Agreement:

(a)all licences granted under this Agreement will immediately terminate and you must cease using the Subscription Services; and

(b)each party will, at the other party’s direction, either deliver to that other party (in a format reasonably specified by that other party), or destroy/delete, all copies of the other party’s Confidential Information in its possession or control,

and if you terminate this Agreement under clause 5.2 or we terminate this Agreement under clause 5.3 or 5.4, you will:

(c)not be entitled to a refund of any Subscription Fees pre-paid to us for unused Subscription Services; and

(d)be liable to pay the Subscription Fees on a pro-rata basis for each day up to and including the date of termination of this Agreement to the extent that you have not paid for the use of the Subscription Services in respect of those days.

5.6 Survival:

Clauses 4.1, 5, 6, 7, 8, 10 and 11 survive expiry or termination of this Agreement. Termination or expiry of this Agreement will not affect any rights or liabilities which either party accrues prior to termination or expiry.

6.Confidentiality

6.1 Obligation:

Each party will keep the other party's Confidential Information confidential and will not:

(a)use any of the other party’s Confidential Information except for the purpose of exercising or performing its rights and obligations under this Agreement (Permitted Purpose); or

(b)disclose any of the other party’s Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement.

6.2 Disclosure:

(a)A party may disclose the other party's Confidential Information to those of its officers, employees, contractors or professional advisors (Representatives) who need to know that Confidential Information for the Permitted Purpose, provided that:

(i)it informs those Representatives of the confidential nature of the Confidential Information before disclosure; and

(ii)at all times, it is responsible and liable for the Representatives' compliance with the confidentiality obligations set out in this clause 6.

(b)A party may disclose Confidential Information to the extent required by law, by any governmental or other regulatory authority, by the rules of any stock exchange, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of the disclosure as possible.

6.3 Exclusions:

The provisions of this clause 6 do not apply to information which:

(a)is or becomes generally available to the public (other than as a result of a breach by the receiving party of this clause);

(b)is available to the receiving party on a non-confidential basis from a person who is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or

(c)the parties agree in writing is not confidential and may be generally disclosed or used.

7. Intellectual Property Rights

7.1 Redax IP:

You acknowledge and agree that all Intellectual Property Rights in the Subscription Services, the Redax Website and the Content are the property of Redax or its licensors, and you will have no rights in or to the Subscription Services, the Redax Website or the Content other than as expressly provided in this Agreement.

7.2 Your Data:

We acknowledge and agree that, subject to clause 7.1, you own the Intellectual Property Rights in Your Data. You grant to us a non-exclusive right to use Your Data to perform our obligations under this Agreement.

7.3 User suggestions:

We may, in our sole discretion, act on any suggestions you make on any aspect of the Subscription Services. If we act on any such suggestion, we will own, and (to the extent of any interest) you assign to us, all Intellectual Property Rights in any use or implementation of such suggestion.

8. Privacy

8.1 Privacy Law:

Each party will comply with its obligations under Privacy Law in respect of Personal Information used, disclosed, stored or received in connection with this Agreement.

8.2 Your Personal Information:

If you are providing us with Personal Information, and to the extent we make Personal Information available to you via the Subscription Services, then our Privacy Policy applies. Please read the Privacy Policy carefully as it forms a part of this Agreement.

8.3 Restrictions:

You will not:

(a)use or disclose any Personal Information you obtain under this Agreement other than for the purpose of exercising your rights or performing its obligations under this Agreement; or

(b)do (or omit to do) anything that causes us to breach our obligations under Privacy Law.

8.4No identification: Unless expressly permitted under this Agreement, you must not use any Content obtained under this Agreement to identify or attempt to identify any individual who is not expressly identified by that Content, whether in combination with other information or otherwise.

8.5Notice and co-operation: You must notify us immediately after becoming aware of any:

(a)breach of this clause 8 by you; or

(b)complaint relating to your non-compliance with Privacy Law in relation to Personal Information obtained, used or disclosed under this Agreement,

and (at your cost) provide all reasonable assistance reasonably required by us to manage or resolve any such matter.

9.Warranties

9.1 Warranty:

Each party warrants to the other party that it has the full power and authority to enter into, and perform its obligations under, this Agreement.

9.2 Exclusions:

Except as expressly stated in this Agreement, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law, and we provide the Subscription Services and Content “as is”.

9.3 Specific exclusions:

Without limiting clause 9.2, except as expressly set out in this Agreement we do not warrant:

(a)the accuracy, correctness, reliability and completeness of the Content or any information provided through the use of the Subscription Services. To the maximum extent permitted by law, we will not be liable for any form of loss or damage arising out of or in connection with your reliance on and use of the Content;

(b)that your use of, or access to, the Subscription Services will be uninterrupted or free from any errors, omissions or misstatements;

(c)that the Subscription Services will meet your requirements;

(d)that the Subscription Services will operate on all types of devices, be secure or free from Viruses; or

(e)that we will support, maintain or continue to offer the Subscription Services.

9.4Third Party Content: Without limiting clauses 9.2 and 9.3 above, you acknowledge and agree that:

(a)the Subscription Services include Third Party Content and may otherwise rely on the provision of services by third parties (including data centre, electricity, telecommunications and outsourcing providers) (“Third Party Services”);

(b)the Subscription Services may be subject to limitations, delays and other problems inherent in the use of Third Party Content and Third Party Services;

(c)to the maximum extent permitted by law we will not be responsible or liable for any Third Party Content, Third Party Services or any loss or damage arising out of or in connection with them, including any loss or damage resulting from:

(i)any Third Party Content no longer being available for any reason;

(ii)any errors or inaccuracies in Third Party Content; or

(iii)the transfer of data over communications networks and facilities, including the internet.

9.5 In trade:

You acknowledge and agree that you are in trade, that we provide the Subscription Services in trade (and not for personal, domestic, or household use or consumption) and, to the fullest extent permitted by law, the Consumer Guarantees Act 1993 and sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply.

10. Liability and Indemnity

10.1 Indemnity for third party claims:

You indemnify us against all costs, losses, expenses and damages we incur in connection with any third party claim:

(a)that you or any of your Authorised Users have infringed the rights (including the Intellectual Property Rights) of any third party; or

(b)resulting from your or any of your Authorised Users’ use of the Subscription Services (except to the extent such Losses are a direct result of our negligence, wilful misconduct or breach of this Agreement).

10.2 Limitation of liability:

Except for: (i) your liability under clause 10.1; (ii) a breach by either party of its confidentiality obligations; (iii) any infringement by either party of the other party’s Intellectual Property Rights; or (iv) any liability for fraud or wilful misconduct:

(a)neither party will be liable to the other party for any loss of profits, loss of revenue or loss of business opportunity, or any indirect, consequential or special loss or damage incurred by the other party; and

(b)our total liability under this Agreement will not exceed in aggregate an amount equal to the Subscription Fees actually paid by you in the six months immediately prior to the first event giving rise to our liability under this Agreement.

10.3 No Authorised User claims:

You acknowledge and agree that no Authorised User (other than you) may make a claim in relation to this Agreement, provided that where any Authorised User suffers any loss or damage which, if suffered by you, would be recoverable from us pursuant to this Agreement, then, subject to clause 10.2, you may make a claim in relation to such loss or damage on the Authorised User’s behalf.

11. General

11.1 Entire Agreement:

This Agreement constitutes the entire agreement of the parties about its subject matter and supersedes any previous understanding or agreements in relation to that subject matter. Each party acknowledges that in entering into this Agreement it has not relied on any oral or written statements, collateral or other warranties, assurances, undertakings, or representations made by or on behalf of the other party in relation to the subject matter of this Agreement. For the avoidance of doubt, any additional, conflicting or inconsistent terms (whether contained in requests for proposal, sales presentations or any other document) are expressly excluded, and neither party will be entitled to rely on, or have any remedies in respect of, any statement or representation that is not set out in this Agreement.

11.2 Relationship:

This Agreement will not be deemed to create a partnership, joint venture or agency relationship of any kind between the parties.

11.3 Invalid Provisions:

If any part or a provision of this Agreement is judged invalid or unenforceable in a jurisdiction it is severed for that jurisdiction and the remainder of this Agreement will continue to operate.

11.4 Waivers:

A provision or a right under this Agreement may not be waived except in writing signed by the party granting the waiver.

11.5 Variations:

This Agreement may be varied by us at any time, effective upon the posting of modified terms on the Redax Website or as otherwise notified to you in writing (including by email). You will ensure that you have read, understood and agreed to the most recent terms posted on the Redax Website or as otherwise notified to you.

11.6 Assignment:

You will not assign, transfer or otherwise deal with this Agreement or any of its rights or obligations under this Agreement, whether in whole or in part, without our prior written consent. We may sub-contract or assign any of our obligations under this Agreement without obtaining your prior written consent. If we use a sub-contractor, we are not relieved of any of its liabilities or obligations under this Agreement.

11.7 Rights of Third Parties:

The promises given by you in favour of, and any rights conferred on, us, our Affiliates, and any other third party with express rights under this Agreement, are for the benefit of, and may be relied upon and enforced by, us and our Affiliates (and any such third party) pursuant to the Contract and Commercial Law Act 2017.

11.8 Disputes:

If there is any dispute relating to this Agreement (Dispute) a party cannot commence any court proceedings relating to the Dispute unless it has complied with this clause 11.8, except where the party seeks urgent interlocutory relief. The party raising a Dispute must give written notice to the other party specifying the detail of the Dispute. After receipt of that notice by the other party, the parties will use all reasonable efforts to resolve the Dispute by negotiation or other informal process, where each party is represented by a senior manager with authority to resolve the Dispute. If the parties have not resolved the Dispute within 20 Business Days following written notice of the Dispute being provided, either party may commence court proceedings.

11.9 Force Majeure:

We will have no liability to you under this Agreement if we are prevented from or delayed in performing its obligations under this Agreement, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network or service, act of God, war, riot, civil commotion, pandemic or epidemic, malicious damage, accident, breakdown of plant or machinery, fire, flood, or storm, provided that you are notified of such an event and its expected duration.

11.10 Notices:

Notices and other communications under this Agreement are to be given in writing by email, personal delivery or by post and must be:

(a)sent to the correct email or address designated in writing by each party for that purpose from time to time; and

(b)marked for the attention of the designated person or office holder (if any).

11.11 Deemed Receipt:

A notice or communication in relation to this Agreement will be deemed to be received:

(a)in the case of a letter, on the third Business Day after posting; or

(b)in the case of email, on the Business Day on which the email is successfully delivered; and

(c)in the case of personal delivery, when delivered.

11.12 Governing Law:

This Agreement will be governed by and construed in accordance with the laws of New Zealand. The New Zealand courts have exclusive jurisdiction.