Welcome to snapGrowing, a service provided by Computer Solution Engineering Ltd (CSEL) designed to support the activities of growers and orchardists. These Terms of Use are intended to explain our obligations as a service provider and Your obligations as a customer. Please read them carefully.
These Terms are binding on any use of the snapGrowing Service and apply to You from the time that CSEL provides You with access to the Service.
The snapGrowing Service will evolve over time based on user feedback. These Terms are not intended to answer every question or address every issue raised by using the snapGrowing Service. CSEL reserves the right to change these terms at any time, effective upon the posting of modified terms and CSEL will make every effort to communicate these changes to You via email or notification via the Website. It is likely the terms of use will change over time. It is Your obligation to ensure that You have read, understood and agree to the most recent terms available on the Website.
By using the snapGrowing Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any entity for whom You are using the Service and agree to these Terms on behalf of that entity.
Agreement means these Terms of Use.
Access Fee means a fee charged by CSEL to access the Service.
Confidential Information includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
CSEL means Computer Solution Engineering Limited, Company Number 943942.
Data means any data inputted by You or with Your authority into the Website.
Fees means fees charged by CSEL in relation to the Service, including Access Fees, Hosting Fees, and Site Fees.
Hosting Fee means a fee charged by CSEL for hosting the Service. The amount of this fee may vary for month to month according to the service level and performance requirements of the Subscriber.
Intellectual Property Right means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
Personal Information means identifiable information, like your name, email, address, telephone number, bank account details, payment information, and so on.
Service means the snapGrowing online service made available (as may be changed or updated from time to time by CSEL) via the Website.
Site Fee means a fee charged by CSEL for provisioning the Service on a Subscriber's server(s).
Subscriber means the person who uses the Service, and, where the context permits, includes any entity on whose behalf that person uses the Service.
Subscription Period means the period commencing at the start of the calendar month in which you begin using the Service or subsequent anniversary thereof unless agreed otherwise is writing.
You and Your means the Subscriber.
Website means the Internet site and related mobile apps providing access to the Service for the subscriber.
Subject to the terms of this Agreement CSEL grants You the non-exclusive, non-transferable right to access and use the Service via the Website.
CSEL undertakes to make telephone and email support available to You throughout the Subscription period during normal business hours (8:30am to 5pm Monday to Friday) for you to:
i) ask questions related to the operational use of the Service;
ii) obtain assistance in identifying and verifying the causes of suspected errors or malfunctions in the Service;
iii) obtain advice on workarounds for identified errors or malfunctions, where reasonably possible. If this is not reasonably possible, CSEL will provide you with our recommendation or an explanation;
iv) obtain information on errors previously identified by You and reported to CSEL, and workarounds to those where available;
v) make enquiries about the features and capabilities of the Service or other services provided by CSEL.
i) All support is chargeable at CSEL's current rates unless CSEL determines, at its sole discretion, the support relates to errors or malfunctions in the Service.
ii) Support availability may occasionally deviate from stated hours due to downtime for systems maintenance and observed New Zealand public holidays. As call and email volumes fluctuate, so too will response times, so delays in responding to your query may be experienced.
iii) CSEL reserves the right, at its sole discretion, to limit or terminate your access to this support service should you use it in an excessive, abusive, or fraudulent manner.
i) providing data services such as initialisation, recovery or manipulation;
ii) creating, updating, or supporting any modifications/customisations, including customised reports or in relation to third-party products;
iii) assisting with web browser, device or network troubleshooting and support;
iv) providing product training or general business process advice.
Please note that CSEL provide these services as a separate chargeable activity at CSEL's then current rates.
i) You are responsible for ensuring that your staff are properly trained in the operation of the Service.
ii) You are responsible for notifying us of identified errors or malfunctions in the Service as soon as practical after they are identified.
iii) You will ensure that only properly trained personnel utilise our telephone and email service and implement the corrections suggested by us.
iv) If CSEL reasonably determine that, following a request by you, there was no error or malfunction in the Service, you agree to pay for the time and materials (at CSEL's then current rates) used in attempting to determine and correct the issue.
An invoice for the Fees will be issued each month starting at the beginning of the Subscription Period and continuing until this Agreement is terminated in accordance with Clause 10.
All 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 7 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 and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by CSEL or condition posted on the Website.
You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify CSEL of any unauthorised use of Your passwords or any other breach of security and CSEL will reset Your password and You must take all other actions that CSEL reasonably deems necessary to maintain or enhance the security of CSEL's computing systems and networks and Your access to the Services.
i) not attempt to undermine the security or integrity of CSEL's computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;
ii) not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
iii) not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
iv) not transmit, or input into the Website, 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
v) not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.
You indemnify CSEL against all losses, costs (including legal costs), expenses, demands or liability that we incur arising out of, or in connection with, a third-party claim against us relating to your use of our services (except as far as we’re at fault).
CSEL respects your privacy and takes data protection seriously. In addition to these Terms, our privacy policy provides more detail about how we process Personal Information like your name and email address.
Our privacy policy also applies to Personal Information of others You may be entering (such as vendors and employees).
Where we think there has been unauthorised access to Personal Information inside your subscription (a data breach), we’ll let you know, give you information about what has happened, and take reasonable measures to prevent further unauthorised access. Depending on the nature of the unauthorised access, and the affected parties, you may be required to assess whether the unauthorised access must be reported to those other parties and/or a relevant authority. We think you’re best placed to make this decision, because you’ll have the most knowledge about the Personal Information stored in your subscription.
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
Each party's obligations under this clause will survive termination of these Terms.
The provisions of clauses 6.1 and 6.2 shall not apply to any information which:
i) is or becomes public knowledge other than by a breach of this clause;
ii) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
iii) is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
iv) is independently developed without access to the Confidential Information.
Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of CSEL (or its licensors).
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 CSEL Fees when due. You grant CSEL a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You.
CSEL adheres to reasonable practices to secure and prevent loss of Data, including audit logs and a data back-up regime on servers where CSEL provide hosting, but does not make any guarantees that there will be no loss of Data. CSEL expressly excludes liability for any loss of Data no matter how caused.
While we’ve taken steps to help protect your data, no method of electronic storage is completely secure and we cannot guarantee absolute security. We may notify you if we have reason to believe that someone has accessed (or may be able to access) your account without authorisation and we may also restrict access to certain parts of our services until you verify that access was by an authorised user.
You warrant that where You use the Service on behalf of another entity, You have the authority to agree to these Terms on behalf of that entity and agree that by using the Service You bind the entity 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:
i) You are authorised to use the Services and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorised to use the Service. You are also authorised to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own or that of anyone else).
ii) CSEL has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You.
iii) The provision of, access to, and use of, the Services is on an "as is " basis and at Your own risk.
iv) CSEL does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. CSEL is not in any way responsible for any such interference or prevention of Your access or use of the Services.
v) CSEL is not Your accountant and use of the Services does not constitute the receipt of accounting advice. If You have any accounting questions, please contact an accountant.
vi) It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.
vii) You remain solely responsible for complying with all applicable accounting, tax and other laws. It is Your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).
CSEL gives no warranty about the Services. Without limiting the foregoing, CSEL 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, the Website or these Terms.
To the maximum extent permitted by law, CSEL excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
If You suffer loss or damage as a result of CSEL's negligence or failure to comply with these Terms, any claim by You against CSEL arising from CSEL's negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fee paid by You in the month the incidents occured.
If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 10.
Unless otherwise agreed in writing, Your initial Subscription Period commences when You begin using the Service and will automatically renew on each anniversary of the commencement date.
You may terminate this Agreement by giving CSEL at least 60 days written notice prior to the effective date of termination which must be no earlier than the end of Your current Subscription Period.
Please note that You will be liable to pay all Fees up to and including the month of termination of this Agreement.
If You:
i) breach any of these Terms (including, without limitation, by non-payment of any Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
ii) breach any of these Terms and the breach is not capable of being remedied (which includes any payment of Fees that are more than 30 days overdue); or
iii) 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,
CSEL may take any or all of the following actions, at its sole discretion:
iv) Terminate this Agreement and Your use of the Services and the Website;
v) Suspend for any definite or indefinite period of time, Your use of the Services and the Website;
vi) Suspend or terminate access to all or any Data.
For the avoidance of doubt, if payment of any invoice for Fees due in relation to this Service or any other service provided by CSEL to You is not made in full by the relevant due date, CSEL may suspend or terminate Your use of the Service, or Your rights of access to all or any 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:
i) remain liable for any accrued charges and amounts which become due for payment before or after termination; and
ii) immediately cease to use the Services and the Website.
Clauses 4.1, 6, 7, 9, and 9 survive the expiry or termination of these Terms.
These Terms and the terms of any other notices or instructions given to You under these Terms of Use, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and CSEL relating to the Services and the other matters dealt with in these Terms.
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 CSEL's prior written consent.
These Terms are governed by the laws of New Zealand and the courts of New Zealand have jurisdiction over the parties to these Terms (being You and CSEL)
If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
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 CSEL must be sent to service@csel.co.nz or to any other email address notified by email to You by CSEL. 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.