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End user licence agreement

Thank you for taking a look at the Simple Dashboarding offering. Before you sign up, please look through and accept these terms, which we have written as simply as legally possible.

 

If you do not agree to these terms, please do not use the service until you have contacted us for clarification or until you are satisfied that you can and do agree to these legally binding requirements. 


This notice was last updated on 30 October 2023.​

A. Introduction

These Terms apply to the Services provided by Symmatix - trading as Simple Dashboarding - and by using them you are agreeing to be personally bound by them.

In addition, where you are using the Services as a representative of another person (such as your company), you confirm you are fully authorised to accept these Terms on their behalf and are doing so.

If you or any person you are representing does not agree to these Terms, you are not authorised to use the Services and must immediately cease doing so.

We may change these Terms from time-to-time.  Any such changes will be communicated by posting a notice on our website or and/or emailing you in advance.  You are responsible for ensuring you are aware of our current Terms.  Any use of the Services after the effective date of changes shall be deemed to be agreement to be bound by the updated Terms.

 

These terms were last updated on 30 October 2023.

B. Interpretation

Words in the singular include the plural and vice-versa.

The following definitions apply:

 

Anonymised Analysis: The results of an analytical process that contain no information that can be directly attributed, or reasonably reverse engineered, to identify an individual person.


Confidential Information: Any information that is not public knowledge and that is obtained from the other party during, or in connection with, the provision and use of the Services.

 

End Date:The date at which the license you have acquired to use the Services in exchange for the Fees expires.

 

Fees: The applicable fees payable for use of the Services as set out on the pricing page of our Website or as otherwise agreed in writing between us, as may be updated from time-to-time.

Force Majeure: Is an event that is beyond the reasonable control of a party providing that it could not have been avoided by a party making reasonable preparations.  It does not include circumstances based on a lack of funds.    

Information: All data, content, and information (including personal information) owned, held, used, or created by you or on your behalf that is stored using, or inputted into, the Services.

Intellectual Property: Includes copyright and all rights existing anywhere in the world conferred under statute, common law, or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity, including all enhancements, modifications or derivatives.

 

Objectionable: Includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.

Services: The service or services having the core functionality described on the Website, as updated from time-to-time.

Start Date: The date at which the license you have acquired to use the Services in exchange for the Fees commences.

Terms: Refers to this document entitled “Symmatix Terms and Conditions of Use”

Underlying Systems: The software, IT solutions, systems, and networks used to provide the Services, including any third party solutions, systems, and networks.

 

We, us or our: Symmatix Limited, a New Zealand registered company, trading as Simple Dashboarding.

Website: www.symmatix.com, www.simpledashboarding.com or other such site as notified to you by us

You, your: Is you and any person on behalf of whom you are acting.

C. Provision of Services

1. We must use reasonable efforts to provide the Services:

a. in accordance with these Terms and all applicable laws and regulations

b. exercising reasonable care, skill, and diligence

c. using suitably skilled, experienced, and qualified staff.

d. Our provision of the Services is non-exclusive and nothing in these Terms prevents us from providing the Services to any other person.

 

2. We must use reasonable efforts to ensure the Services are always available, except in the following circumstances:

a. if we are undertaking scheduled maintenance or development activities that have been communicated in advance

b. in the event of a Force Majeure

c. where the reduction or suspension of the Services is due to the Underlying Systems or any other third party that our Services rely on.

d. Where the reduction in Services due to any of the circumstances set out above is likely to be both persistent and material, we will make a good faith assessment of whether it is appropriate to amend the future commercial terms of our arrangement.  Any amendment will only apply to the future provision of the Services with no entitlement to any retrospective discounts, refunds, or other compensation.

 

D. Your Obligations

1. You will only use the Services as follows:

a. in accordance with these Terms

b. for you own internal business purposes

c. for lawful purposes

2. When using the Service, you will not:

a. impersonate any other person or misrepresent your authority to act on someone else’s behalf

b. fail to correctly identify the sender of any electronic transmissions

c. attempt to undermine the security or integrity of our Services or any of the Underlying Systems

d. use or misuse the Services in any way which may impair their functionality or that of the Underlying Systems, for you or any other user

e. attempt to view, access, or copy any information that you are not entitled to access or is not necessary for you to use the Services as intended

f. use the Services to breach any third party right or is otherwise Objectionable, incorrect, or misleading.

g. You are responsible for procuring all licenses, authorisations, and consents required for you to use the Services.

 

E. Information

You acknowledge that we may require access to your Information to exercise our rights, perform our obligations, and that we may authorise one or more of our staff members to access your information for these purposes.

You must arrange all consents and approvals necessary for us to access the Information in according with the preceding clause.

You acknowledge and agree that we may use your Information for internal research and development purposes.

You acknowledge that we may generate Anonymised Analysis, the source data for which may include your Information.

Title to, and all Intellectual Property in, Anonymised Analysis is and remains our property and will remain so notwithstanding the termination or expiry of the Terms.

We may store your Information in New Zealand, Australia, the UK, The European Union, the USA, or Canada.

You indemnify us against any liability, claim, proceeding, cost, expense (including the legal fees charged by our solicitors), and loss of any kind arising from any actual or alleged claim by a third party that any Information infringes the rights of that party, or is otherwise Objectionable, incorrect, or misleading.

 

F. Fees

You must pay us the Fees.

We will provide you with tax invoices in respect of the Fees.  If GST or an equivalent local sales tax is applicable, we will ensure it is included and that the invoice meets the local standards required.

All Fees must be paid in a timely manner, in accordance with the terms of the invoice, electronically, and without any set-off or deduction.

We may charge a commercially reasonable level of interest on any overdue amounts.

We may increase the Fees with not less than 28 days’ notice.  If you do not wish to pay the increased Fees, you may terminate these Terms and rights to access the Services at any time prior to the increase.  If you do not terminate, you shall be deemed to have accepted the increase.

 

G. Intellectual Property

Except as otherwise set out in these Terms, title to, and all Intellectual Property in, the Services, our Website, and the Underlying Systems is and remains our property (or our licensor’s property).  You agree not to dispute or contest that ownership, or the validity of that Intellectual Property.

Title to, and all Intellectual Property in, the Information remains your property.  You grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable license to use, store, copy, modify, make available, and communicate the Information for any purpose in connection with the exercise of our rights or performance of our obligations in accordance with these Terms.

To the extent not owned by us, you grant us a royalty free, transferable, irrevocable, and perpetual license to use for our own purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of the Services.

If you provide us with ideas, comments, or suggestions relating to any aspect of the Services, we will own all Intellectual Property in that feedback, anything created because of it, and we may otherwise use or disclose the feedback for any other purpose.

You acknowledge that the Services may link to third party websites or feeds that are connected or relevant to the Services.  Any such link or connection does not imply that we endorse, approve, recommend, or have responsibility for those websites or feeds or their content or operators.  To the maximum extent permissible by law, we exclude all responsibility or liability for those websites or feeds.

 

H. Confidentiality

1. With respect to the other party’s Confidential Information, each party must:

a. keep it confidential at all times;

b. effect and maintain adequate security measures to safeguard it from unauthorised access or use; and

c. only disclose it to its personnel or professional advisers on a need to now basis and where they are subject to confidentiality obligations of a comparable or higher standard to these Terms.

2. The obligation of confidentiality does not apply to any disclosure of use of Confidential I2.nformation in the following circumstances:

a. for the purpose of performing a party’s obligations, or exercising rights, in accordance with these Terms

b. as required by law (including the rules of any stock exchange)

c. which is publicly available through no fault of the recipient or its personnel

d. which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality

e. by us if required as part of a bona fide sale of our business (whether full or partial, assets or shares) to a third party, providing we enter into a confidentiality agreement them that is of comparable or higher standard to these Terms.

 

I. Warranties

1. Each party warrants it has the full power and authority to agree to these Terms and perform all associated obligations.

To the maximum extent permitted by law:

2. Our warranties are limited to those set out in these Terms and all other conditions, guarantees, or warranties, whether expressed or implied by statute or otherwise are expressly excluded and, to the extent they cannot be excluded, liability for them is limited to US$1,000; and

a. We make no representation concerning the quality of service, that it will meet your specific requirements or purposes, or that it is guaranteed to be secure, free of viruses or other harmful code, uninterrupted, or error free.

b. You represent and agree that you are accepting these Terms and using the Services for commercial purposes and not as a private consumer.  As such, to the maximum extent permissible by law, you agree that it is fair and reasonable that no consumer protection legislation shall be applicable to either these Terms or the Services.

c. Where legislation or rule of law implies a condition or warranty that cannot be excluded or modified by contract, it is deemed to be included.  Liability for any breach of that condition or warranty is limited at our option to either supplying the Services again or paying the equivalent cost of supplying them.


J. Liability

 Our maximum aggregate liability whether in contract, tort (including negligence), breach of statutory duty or otherwise must not in exceed the amount equal to the Fees you have paid in the year prior to the first event giving rise to liability.

Neither party is liable to the other for any loss of profit, revenue, savings,, and/or goodwill, or any consequential, indirect, incidental, or special damages or loss of any kind.

The limits above do not apply to either party’s liability for personal injury, death, fraud, or wilful misconduct.  They also do not apply to your liability to pay the Fees or any indemnity you have provided us with respect to the Information.

 Neither party will be responsible or in breach of these Terms for any failure to perform its obligations under these Terms to the extent that the failure is caused by the other party failing to comply with their obligations under these Terms, or by the negligence or misconduct of the other party or its personnel.

Each party must take reasonable steps to mitigate any loss, damage, cost, or expenses it may incur arising out of anything done or not done by the other party in connection with these Terms.  
 

K. Term, Termination, and Suspension

1. Unless otherwise terminated in accordance with these Terms, your right to access and use the Services starts on the Start Date and terminates on the End Date.

2. Either party may, by giving notice to the other party, immediately terminate these Terms if the other party:

a. Breaches any material provision of these Terms that either cannot be remedied or is not remedied within 10 days of notice of the breach having been provided by the party seeking a remedy.

b. Becomes insolvent, liquidated, bankrupt, has a receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.

3. You may terminate these Terms where you do not accept an increase in the Fees.

4. Termination of these terms does not affect either party’s rights or obligations that accrued before the termination.

5. On termination of these Terms, all outstanding Fees must be fully settled.

6. No compensation is payable by us because of termination of these Terms and there is no entitlement to a refund for any Fees already paid.

7. Except to the extent that a party has ongoing rights to use it, following termination of these Terms a party may request that any of their Confidential Information under the possession or control of the other party is destroyed and the other party will fulfil that request.

8. At any time prior to the date of termination, you may request a copy of any Information stored on our Services.  Subject to paying the reasonable costs of preparation, we will provide a copy of that Information in a common electronic format.

9. Without limiting any other right or remedy available to us, we may restrict or suspend your access to and use of the Services and/or edit, delete, or remove Information if we consider that you or any of your personnel have:

a. undermined, or attempted to undermine, the security or integrity of the Services or any Underlying Systems; or

b. used, or attempted to use, the Services for improper purposes; or

c. used, or attempted to use, the Services in a manner that materially reduces their operational performance of the Services; or

d. transmitted, inputted, or stored any Information that breaches or may breach these Terms or any third party right, or that is or may be Objectionable, incorrect, or misleading; or

e. otherwise materially breached these terms.

 

L. General

Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure.

No person than you or we have any right to any benefits or ability to enforce under these Terms.

We are an independent contractor, and these Terms create no other type of relationship (e.g. joint venture, agency, trust, partnership) between us.

We may contact you by emailing you or posting a notice on our Website and you agree that this satisfies all legal requirements in relation to written communications.  You may give us notice by emailing support@symmatix.com.

Certain clauses of these Terms are, by their nature, intended to survive termination of these Terms and will continue in force.  These include, but are not limited to, provisions around intellectual property, confidentiality and liability.

If any part of these terms is, or becomes, illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability, or invalidity.  If modification is not possible, the part or provision shall be treated as severed from these terms and the remainder of them shall remain binding.

These Terms set out everything agreed by the parties relating to the Services and supersede or cancel anything discussed, exchanged, or agreed prior to the Start Date.  The parties have not relied on any representation, warranty, or agreement relating to the Services that are not expressly set out in these Terms.

You may not assign, novate, subcontract, or transfer any right or obligation under these terms without our prior written consent, which shall not be unreasonably withheld.  You shall remain liable for your obligations under these Terms notwithstanding any approved assignment, subcontracting, or transfer.

These Terms, and any dispute relating to them or the Services, are governed by and must be interpreted in accordance with the laws of New Zealand.  Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with the Terms or the Services.

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