RedSeed Limited

the online order placed through our Website, and accepted by us, setting forth the details of the Client’s Subscription, including the applicable Subscription Fee; or

the written agreement between the Client and us setting forth the details of the Client’s Subscription, including the applicable Subscription Fee.

a breach of the Contract that is not remedied within 7 days after receiving notice identifying the breach and requiring it to be remedied, where that breach is remediable;

a breach of the Contract that is not capable of remedy;

a party is, becomes, or is deemed to be, insolvent or bankrupt;

a party makes an assignment for the benefit of, or enters into or makes any arrangement or composition with, its creditors;

a party goes into receivership or has a receiver, trustee and manager (or either of them) (including a statutory manager) appointed in respect of all or any of its property; or

any resolution is passed, or any proceeding is commenced, for the winding up or liquidation of a party (other than for the purposes of a solvent reconstruction).

Interpretation: Unless the context requires otherwise, in the Contract:

the headings are for convenience only and have no legal effect;

the singular includes the plural and vice versa;

including and similar words do not imply any limit; and

words denoting any gender include all genders.

Precedence: If there is any conflict between the terms of the Contract, the Order, the following order of precedence will apply:

any variation to the Contract agreed in writing and signed by both parties;

the Order; and

these Terms.

Process for Client registration: To request registration to use the Service the Client must provide us with the details requested by us, which may include (among other things) the Client’s legal name, e-mail address, physical address and phone number. 

Confirmation of Client registration: Following our receipt of all requested information, and our approval of the Order, we will confirm commencement of the Client’s Subscription using one of the Client’s addresses provided. 

User consents: The Client is responsible for obtaining necessary consents from all individual Users for their personal information to be provided to us, associated with their User account, and used by us in connection with the Service.

Term: The Client’s Subscription commences on the commencement date specified in the Client’s account information on the Service and/or the Client’s welcome email for the Service and continues in force for the Subscription term (plus any renewal in accordance with clause 3.2), unless sooner terminated in accordance with clause 13.

Renewal: Upon expiry of the then-current term, the Client’s Subscription will automatically renew for the same monthly or annual term set out in the Order commencing from the expiry of the then-current term, unless:

for a monthly Subscription, either party notifies the other party not less than 10 Business Days prior to that date that the Client’s Subscription will not renew; and

for an annual Subscription, either party notifies the other party not less than three (3) months prior to that date that the Client’s Subscription will not renew.

Grant of access: We grant the Client the right to access and use, and allow the Client’s Users to use, the Service in accordance with these Terms and any limitations or restrictions set out in the Order. This right of use is non-exclusive, subject to the Contract, and any applicable laws.

Supported browser: The Client is permitted to access and use the Service via the supported web browser, being the then-current version of the supported web browser(s) specified in the Order at any time.

Changes and availability: The Service may be changed or updated from time to time by us.  If for any reason we have to interrupt the Service for longer periods than we usually anticipate, we will use reasonable endeavours to publish in advance details of such activity by email and/or via an update on the Service.

General obligations: The Client must only use the Service for the Client’s own lawful internal business purposes in accordance with the Contract and any notice sent by us.

Client obligations: The Client:

may use the Service for the Client’s internal business purposes in relation to the Client’s business only;

must not use, nor allow any person (including any User) to use, the Service in relation to, or for the purposes of, any other business;

is responsible for determining who can be a User and what level of access to the Service each User has;

is responsible for all Users’ use of the Service. We have no responsibility or liability for the actions of any User; and

must ensure each User accepts and complies with the End User Terms.

Usernames and passwords: The Client must ensure that all usernames and passwords required to access the Service are kept secure and confidential. All Users must select their passwords carefully, and passwords must be unique, not be sequential or easily-guessable, and must comply with our password policy (as updated from time to time). The Client must immediately notify us of any unauthorised use of any password (or any of the Users’ passwords) or any other breach of security and the Client must take all other actions that we reasonably deem necessary.

Access conditions: When accessing and using the Service, the Client must:

not attempt to undermine the security or integrity of our computing systems or networks or, where the Service is hosted by a third party, that third party’s computing systems and networks;

not use, or misuse, the Service in any way which may impair the functionality of the Service, or other systems used to deliver the Service or impair the ability of any other user to use the Service;

not attempt to gain unauthorised access to any materials other than those to which the Client has been given express permission to access or to access the computer system on which the Service is hosted;

not transmit, or input into the Service, any files that may damage any other person’s computing devices or software, content that may be offensive, or material or Client Data in violation of any law;

not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Service except as permitted by law;

not use or permit the use of the Service for the business of any other Entity or individual;

ensure that each User account is allocated to and used by only one person at any time;

ensure that the number of Users does not exceed the Maximum Users;

ensure that no User accesses the Service from more than one device at any one time, unless expressly authorised by us; and

not store excessive Client Data on the Service beyond what is reasonably required for the Client’s use of the Service and comply with any specific storage limits set by us.

New functionality: The Client may make requests for new functionality or features by contacting us. We will discuss the Client’s requirements and any associated costs with the Client.

RedSeed.build Service: The Client agrees to comply with the applicable storage limits for the redseed.build Service.

RedSeed 1:1 Service: The Client agrees to comply with the applicable storage limits for the RedSeed 1:1 Service.

Subscription Fees: Unless otherwise agreed, the Client agrees to pay, on a monthly or annual basis (or as otherwise specified on the Order), all Subscription Fees for the Client’s Subscription at the amount specified in the Client’s Order (or if no amount is specified in the Order, at our then-current fees published on our Website at the time of ordering the Service), as adjusted from time to time under clause 7.7. If the Client uses a free version of the Service, the Client’s Subscription for the Service does not require payment of Subscription Fees when using that free version.

Charging of Fees: The Client authorises us to invoice and receive payment from the Client in advance for Subscription Fees on a monthly or annual basis (in accordance with the Order) and invoice and receive payment from the Client for all other Fees. Monthly billing is calculated on the basis of whole calendar months. The Client must pay each invoice by the applicable due date.

Payment: Unless otherwise agreed, the Client will pay the Fees by direct debit, electronic funds transfer or credit card. We may require the Client to provide alternative payment methods or vary the foregoing payment methods. In supplying the Client’s credit card details, the Client authorises us to invoice, and our payment service provider (Stripe) to process payment of, the Fees and any other outstanding amounts (as applicable) as they become due. The Client agrees to pay all fees and currency charges incurred or associated with completing payments so that we receive the full amount invoiced.

Alternative method: If payment by one payment method fails, the Client acknowledges that we are authorised by the Client to take payment from an alternative payment method the Client has provided (if applicable).

Stripe: To enable payments to be processed through Stripe, the Client authorises us to share with Stripe any of the Client’s information necessary to facilitate the payment through Stripe, and any information related to the Client’s use of Stripe services.

Taxes: The Fees are exclusive of all applicable taxes, duties, and levies (taxes). The Client agrees to pay all applicable taxes at the relevant rate, upon invoice, in addition to the Fees, whether such applicable taxes are invoiced at the same time as the Fees or subsequently.

Adjustment:

We may vary the Fees applicable from each Subscription renewal date by notifying the Client via an update on the Service or by giving the Client written notice to the email address associated with the Client advising such variation to the Customer . Unless otherwise agreed, the new Fees will apply to all current Services (including any then-current Subscription), and to all Services ordered, following the date on which the Fees were varied.

Separately to any adjustment under clause 7.7.1:

where a Client increases the scope of the Client’s Subscription (e.g. increases the Maximum Users), we will issue a new Order reflecting the additional Fees. Such additional amounts will be invoiced and payable by the Client on and from the following month, and will also be added to any Subscription renewals; and

where we agree to add new services or functionality to the Client’s Subscription, we will agree with the Client any additional costs payable by the Client for those new services or functionality. Unless otherwise agreed, those agreed additional costs will be invoiced and payable by the Client as a one-off amount for the current Subscription term, and will then be included as an updated Subscription Level for the subsequent Subscription renewal terms.

Acknowledgements: The Client acknowledges that:

The Client is responsible for authorising any person who is given access to information or Client Data, and the Client agrees that we have no obligation to provide any person access to such information or Client Data without the Client’s authorisation and may refer any requests for information to the Client to address.

The Client is responsible for all Client Data that the Client (or any User) inputs into the Service.

The Client remains solely responsible for complying with all applicable laws. It is the Client’s responsibility to check that storage of and access to the Client Data via the Service will comply with laws applicable to the Client (and its Users) (including any laws requiring the Client (or its Users) to retain records).

It is the Client’s sole responsibility to determine that the Service meets the needs of the Client’s business and is suitable for the purposes for which they are used.

The provision of, access to, and use of, the Service is on an “as is” basis and at the Client’s own risk.

We do 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 Service. We are not in any way responsible for any such interference or prevention of the Client’s access or use of the Service.

We may from time to time update, alter, upgrade or carry out maintenance on the Service, which may cause the Service to be unavailable for a period of time.

Warranties: We warrant that the Service will substantially conform with the functionality described on the Website and be generally accessible over the Internet. All implied conditions or warranties are excluded to the extent permitted by law, including warranties of merchantability, fitness for purpose, title, and non-infringement. Any implied condition or warranty (including any warranties under applicable laws or fitness for a particular purpose or non-infringement) is excluded.

Third party products and services: We may make available to the Client third party products or services in connection with the Service (Third Party Items). The Client’s use of and access to such Third Party Software is subject to and conditional on the Client’s compliance with the terms applicable to such Third Party Items (if any). The Client acknowledges that the terms applicable to such Third Party Items may include licence restrictions, and may change from time to time. We make no, and expressly disclaim all, representations and warranties with respect to Third Party Items and use of the Third Party Items is at the Client’s sole risk. Without limiting the foregoing, we do not warrant the operation, performance or functions of any Third Party Items that we integrate into.

Business use: The parties acknowledge and agree that the Service is provided for the purpose of the Client’s business and accordingly, to the maximum extent permitted by law, consumer protection laws will not apply to the Contract or the supply of the Service.

Confidentiality: Each party (Receiving Party) shall keep the other party’s (Providing Party) Confidential Information confidential and secure and not disclose or permit disclosure of the Providing Party’s Confidential Information to any third party. This clause does not apply to any disclosure of Confidential Information:

by us to our service providers for the purposes of providing the Service;

required to be disclosed by law; or

that the Providing Party agrees to in writing to be disclosed before the disclosure is made; or

that is or becomes publicly available through no fault of the Receiving Party; or

that is independently acquired or developed by the Receiving Party without breaching any of its obligations under the Contract or at law, and without the benefit or use of any of the Providing Party’s Confidential Information disclosed by the Providing Party; or

that is in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Providing Party; or

that is lawfully acquired by the Receiving Party from a third party, provided such information is not obtained as a result of a breach by that third party of any confidentiality obligations owing to the Providing Party.

Privacy: We maintain a privacy policy at https://www.redseed.com/about-us/privacy-policy that sets out the parties’ obligations and rights in respect of the collection, use, and disclosure of personal information.

Consents: The Client consents to:

us referring to the Client as our customer (using its name and logo) and providing a brief factual description of the Service, as used by the Client, in general marketing materials, any list of customer references, in proposals to third parties, in its annual report and on the Website;

our use of Client Data for our internal training purposes;

our use of any ideas, suggestions, comments or feedback provided by the Client relating to the Service to provide enhancements or modifications to the Service; 

our use of Client Data for retargeted advertising, which includes personalised advertisements based on the Client's usage of the Service, preferences, and behaviour; 

receiving emails and newsletters from us with the latest news, industry updates, product updates or downtime, product information, resources and events; and

being contacted via phone or email about their experience of the Service, the quality of the product and the service received.

Our role as processor: Where we process personal information in accordance with the Client’s instructions (including instructions conveyed through an administrator’s actions), the Client agrees that the Client:

will remain the sole data controller of such personal information;

will be responsible for the legality of the data processing and observing the rights of the data subjects;

must comply with all applicable privacy and data protection laws;

will from time to time enter into one or more specific agreements regarding treatment of personal information, as requested by us; and

will indemnify and hold us harmless from and against any and all claims, loss, or liability suffered or incurred by us as a result of such processing.

Service providers: The Client acknowledges that we use third party service providers to help provide the Service, including hosting and data storage services. Those providers are required to implement and maintain safeguards and administrative, physical, and technical measures that are designed to protect the security and integrity of their systems. 

Backup: We adhere to policies and procedures intended to prevent data loss, including creating periodic back-ups of Client Data, but we do not make any guarantees that there will be no loss or corruption of Client Data. The Client can request a copy of Client Data stored in the Service, which we will endeavour to provide in a reasonable timeframe and in a standard format reasonably selected by us. To the maximum extent permissible by law, we expressly exclude liability for any loss or corruption of Client Data, no matter how caused.

After termination: Following the expiry or termination of the Client’s Subscription:

We reserve the right to delete all Client Data in the normal course of operation in accordance with the Order. The Client acknowledges and confirms that Client Data cannot be recovered once it is deleted and we will have no liability for any deleted Client Data.

We may retain Client Data to the extent it (or any of the Client’s Confidential Information) is reasonably required for any official legal, regulatory, or auditing purposes. The Client may request that we delete Client Data, which we will do subject to the foregoing requirements and clause 10.4.

Administrative and aggregated use and backups: We may use Client Data for billing, administrative, marketing, or training purposes and in aggregate or anonymised form for analysis and Service improvement. We may store Client Data in our periodic backups, without any obligation to delete that Client Data.

Existing intellectual property: Except as expressly set out in the Contract, nothing in the Contract will confer upon a party any rights, interest or title in the other party’s materials (including any modification to those materials) existing at the date of the Contract or which are developed independently of the other party’s materials.

Our intellectual property: The Client acknowledges and agrees that: 

any and all Intellectual Property Rights in and to the Service are held or owned by us or our licensors; and

all right, title and interest in and to all software code (source and executable), utilities, editing/compiling tools, data formats or compression methods, algorithms and interface routine and general computer software design practices and proprietary development tools used or made available as part of the Service, and all Intellectual Property Rights in such items, are held or owned by us or our licensors.

Client Data: Nothing in the Contract transfers ownership of Client Data. We acknowledge that we have no Intellectual Property Rights in Client Data, except as provided in the Contract. The Client grants us an irrevocable, perpetual, worldwide, royalty-free, sub-licensable licence to use, copy, transmit, modify, store, and back-up Client Data for the purpose of, or relating to, providing the Service or performing the Contract.  

Infringement:  The Client must promptly inform us if the Client becomes aware of any actual, suspected, alleged, or threatened breach of the Client’s or our Intellectual Property Rights in relation to the Service.

No liability except for breach: To the maximum extent permitted by law, we have no liability to the Client except for our breach of the Contract or breach of applicable data protection laws, irrespective of whether such liability arises in contract, tort (including negligence), or otherwise.

Exclusions: Where we are liable to the Client, in no event will we be liable for any indirect, special, incidental, consequential or punitive loss or damage. Without limiting the foregoing exclusions, we have no liability:

for any loss or corruption of information, loss or corruption of Client Data, or the cost of recovering such data or information;

for any loss of profits, savings, goodwill, business or anticipated business, or reputational damage; or

arising from use of, reliance on, or inability to use or rely on, the Service, or from any failure by the Client to comply with the Contract.

Limitation: Notwithstanding any other clause in the Contract, to the maximum extent permitted by law, where we are liable to the Client, our maximum aggregate liability to the Client is limited in respect of any one incident, or series of connected incidents, to the Fees paid by the Client in the six months immediately preceding the most recent incident giving rise to liability, provided that this limitation does not apply to any obligation to pay Fees nor any indemnity.

Client indemnity: The Client will indemnify us and keep us indemnified against all expenses, fines, losses (including loss of revenue and profit), damages and costs (Loss) sustained or incurred by us arising directly or indirectly from the Client’s breach of the Contract or any User’s breach of the End User Terms, including any costs relating to the recovery of any Fees that are due but have not been paid by the Client. Without limiting the forgoing, the Client will indemnify us against any claims or Loss relating to any claim by any third party that the Client does not have the right to use any Client Data, or that the Client’s use of any Client Data is a breach of a third party’s Intellectual Property Rights. 

The Client’s right to terminate for Terminable Event: If we are subject to a Terminable Event, the Client may terminate the Client’s Subscription by giving us not less than 90 days’ notice.

Our right to terminate for Terminable Event: If the Client is subject to a Terminable Event, we may, at our sole discretion, without notice to the Client, take any or all of the following actions:

suspend the Client’s use (or any of the Users’ use) of the Service;

terminate the Client’s Subscription and the Client’s use of the Service;

suspend or terminate access to all or any Client Data; or

take any of the actions in sub-clauses 13.2.1, 13.2.2 and 13.2.3 of this clause 13.2 in respect of any or all other persons whom the Client has authorised to have access to the Client’s information or Client Data.

General: On termination or expiry of the Client’s Subscription, this Contract terminates and the Client:

must immediately cease using the Service;

remain liable for, and must pay within 10 Business Days, any accrued Fees and amounts which become due for payment before or after termination; and

must within 10 Business Days pay all Fees and amounts referred to in clause 14.1.2, where that clause applies; and

must pay default interest on any unpaid amounts, which will accrue at a rate of 10% per annum (or, if there is a lower maximum percentage permitted by applicable law, at the percentage) until the actual date of payment from the date of any missed payment.

User accounts: If the Client’s Subscription expires or is terminated, the user accounts of all associated Users will be deactivated or downgraded to the free version of the Service.

No refunds: To the maximum extent permitted by law, we will not be required to provide any refund for any prepaid Subscription Fees on expiry or termination.

Accrued rights: Termination or expiry of the Client’s Subscription is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination.

Survival: Clauses 5 to 16 (inclusive) survive the expiry or termination of the Client’s Subscription.

General: Any disputes between the parties will be discussed in the spirit of goodwill. If a party has any dispute in connection with the Contract:

that party will promptly give full written particulars of the dispute to the other;

the parties will promptly meet (including by phone or video conference) and try to resolve the dispute;

if the dispute is not resolved within 10 Business Days of written particulars being given (or any longer period agreed to by the parties), either party may refer the dispute to mediation; and

each party must not commence other legal proceedings, except an application for urgent interlocutory relief, without using the mediation procedure first, and only if the dispute has not been resolved within 20 Business Days of the appointment of the mediator.

Mediation: If the parties are unable to resolve the dispute by discussion and negotiation within 20 Business Days of the date of the notice of the dispute, then either party may refer the dispute to mediation in New Zealand.

Continuing performance: Pending resolution of any dispute the parties will perform their obligations under the Contract in all respects.

Urgent action: Nothing in this section 15 precludes either party from taking immediate steps to seek urgent interlocutory or equitable relief before a court of competent jurisdiction.

Entire agreement: The Contract and any additional terms and policies under clause 16.2, constitute the entire agreement between the parties and supersede all prior communications, representations, agreements or understandings, either verbal or written, between the parties with respect to the subject matter of the Contract.

Additional terms and policies: We may publish additional policies that apply to the Service from time to time, such as for passwords, artificial intelligence, data use, mobile devices, etc. The Client’s right to use the Service is subject to those specific terms and policies in addition to the Contract.

Governing law and jurisdiction: The Client submits to the exclusive jurisdiction of the courts, and to the laws, of New Zealand. 

Changes to these Terms: We may change these Terms at any time. We will make every effort to communicate these changes via an update on the Service. The Client is responsible for reading, understanding and accepting the then-current Terms. If the Client reasonably considers a material change to these Terms will have a material negative effect on the Client, then the Client may advise us of this in writing within 30 days after the changed Terms came into effect.  In this case, we may, acting reasonably, allow the Client to terminate the Client’s Subscription, with us waiving the Client’s obligation to pay future Subscription Fees under clause 14.1.

Rights of Third Parties: A person who is not a party to the Contract has no right to benefit under or to enforce any term of the Contract.

Delays: Neither party will be liable for any delay in meeting, or failure to meet, its obligations under the Contract (other than an obligation to pay money) to the extent that such delay or failure is caused by any event outside its reasonable control (including any delay or failure caused by any act or omission to the other party).

Electronic communications: Applicable laws require that some of the information or communications we send to the Client should be in writing. The Client accepts that communication with us will mainly be by electronic means, such as through emails or updates on the Service, and agree to this. The Client acknowledges and agrees that all contracts, invoices, notices, information and other communications that we provide to the Client electronically comply with any legal requirement that such communications be in writing.

Assignment: The Client may not assign, pledge or transfer any rights, duties or obligations in the Contract to any other person except with our previous written consent. We may assign or novate the Contract to any Related Entity, or to any entity that acquires all or any part of our business or assets.

Waiver: No failure or delay by any party in exercising any right, power or privilege under the Contract will operate as a waiver. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.

Severability: If any provision of the Contract is, or becomes, unenforceable, illegal or invalid for any reason the relevant provisions shall be deemed to be modified to the extent necessary to remedy such unenforceability, illegality or invalidity or if this is not possible then such provisions shall be severed from the Contract, without affecting the enforceability, legality or validity of any other provision of the Contract.

Notices:

All notices given by a party under the Contract must be in writing and delivered by e-mail.

A notice sent by email is effective on transmission, provided that any communication received or deemed received after 5 pm or on a day which is not a Business Day is deemed not to have been received until the next Business Day.

Notices to us must be sent to the email address specified in the Order or to any other email address notified by email to the Client by us.

We may send notices to the Client’s email address or other address specified in the Order. The Client expressly consents to all contract, invoices, notices, information and other communications that we provide to the Client, being sent to that email address (and any further address the Client advise to us).