unleashedsoftware.com:

Terms and Conditions

THESE UNLEASHED TERMS & CONDITIONS (“Agreement” or “Terms”) GOVERN YOUR ACQUISITION AND USE OF UNLEASHED’S SERVICES. IF YOU REGISTER FOR A FREE TRIAL FOR UNLEASHED’S SERVICES, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL. BY ACCEPTING THIS AGREEMENT, EITHER BY CHECKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT AND THESE TERMS WILL THEN APPLY TO YOU FROM THE TIME THAT YOU FIRST ACCESS THE SERVICES (INCLUDING WHERE YOU HAVE SUBSCRIBED VIA AN UNLEASHED PARTNER). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH AN ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

Unleashed reserves the right to amend these Terms at any time, effective upon the posting of such modified Terms on the Website. Unleashed will make every effort to communicate these changes to You via the Website and also via in-app notification. It is likely that the Terms will change over time. It is Your obligation to ensure that You have read and understood the most recent Terms available on the Website. These Terms were last updated in November 2021. They replace any prior agreement(s) between You and Unleashed. When we change these Terms, the “last updated” date above will be updated to reflect the date of the most recent version.

1. DEFINITIONS

“Agreement” or “Terms”
means these Unleashed Terms and Conditions and includes any notices, policies, guidelines or conditions sent to You by Unleashed or posted on the Website.

“Access Fee”
means the monthly or annual fee (excluding any taxes and duties) and any applicable one-time-service fees payable by You in accordance with the fee schedule set out on the Website and as agreed to in Your Order Form for the Services.

“Affiliates”
means any entity that directly or indirectly controls, is controlled by, or is under common control with, You (for example, one of Your subsidiaries).

“Billing Contact”
means Your nominated contact entity and address for billing purposes.

“Confidential Information”
means any information which the disclosing party identifies as confidential or which ought reasonably to be considered confidential because of its nature and the manner of its disclosure, including Subscriber Data and information about the disclosing party’s business plans, technical data, and the terms of Your Order but excluding information which is, or becomes, publicly available or that is already known by, or rightfully received by, the other party other than as a result of a breach of an obligation of confidentiality.

>“Customer Success Plan”
means the Customer Success Plan as described at the following link, as updated from"time to time.

“Data”
means any photos, images, videos, graphics, written content, audio files, code, information or data inputted or uploaded by You (including by an Invited User and, where You have subscribed to the Services via an Unleashed Partner, by that Unleashed Partner on Your behalf) into the Website processed or made available to You or others as a direct result of Your use of the Services and the Website (e.g., Subscriber specific reports).

“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.

“Invited User”
means a unique individual authorised by You to use the Services for Your benefit in accordance with this Agreement, including Your employees, representatives, contractors and agents and the employees, representatives, contractors and agents of Your Affiliates (if any).

“Loss”
means all liabilities, expenses, losses, damages and costs (including legal costs) and expenses, however arising. “Maximum Total Invited Users” means the maximum number of Invited Users as specified on Your Order Form or as subsequently varied from time to time by agreement with the Unleashed support team.

“Order Form”
means the subscription check out page where the Unleashed Services, subscription plan, Maximum Total Invited Users, Renewal Period and other Usage Limitations and service features are selected (as subsequently varied from time to time by agreement between You and Unleashed) and by which You agree or, where You have subscribed to the Services via an Unleashed Partner, the Unleashed Partner agrees on Your behalf, to subscribe to the Services.

“Renewal Date”
means the date (monthly or annual) on which Your subscription renews.

“Renewal Period”
means the period for which You agree to subscribe to the Services and (subject to clause 3.1(ii)) for which You agree to prepay the Access Fees (either monthly or annually) as specified in Your Order Form (and which may differ for each Unleashed Service).

“Services”
means the online inventory management and other Unleashed platforms/products that You have subscribed to by an Order Form or, where You have subscribed to the Services via an Unleashed Partner, the Unleashed Partner has subscribed to on Your behalf, or that Unleashed otherwise makes available to You via the Website (as may be varied from time to time by Unleashed in accordance with clause 2.3).

“Subscriber”, “You” and “Your”
means the person or the company or other legal entity who is identified in the Order Form as the Subscriber. This can also be known as the “Account Owner”.

“Subscription Term”
means the initial period (monthly or annual) for which you agree to subscribe to the Services and for which you agree to prepay the Access Fees as specified in Your Order Form, together with each subsequent Renewal Period (unless terminated earlier in accordance with the terms of this Agreement).

“Unleashed”
means the applicable Unleashed entity specified in clause 10.5 based on the billing address specified in Your Order Form and, in each case, their legal successors.

“Unleashed Partner”
means any authorised third party channel partner through whom you obtain a subscription to the Services.

“Usage Limitations”
means those limitations as specified on Your Order Form or as subsequently notified in accordance with clause 3.7, and includes any limitations that Unleashed imposes in relation to future Services modules or features.

“Website”
means the Internet site at the domain www.unleashedsoftware.com, any other sites and mobile apps operated by Unleashed.

“Your Organisations”
means, an organisation that You have added as a subscriber to the Services or that has been added with Your authority or as a result of Your use of the Services.

Any reference to “includes” or “including” is on a without limitation basis.

2. END USER LICENSE AGREEMENT (USE OF SOFTWARE)

2.1 Rights to access and use the Services:
Unleashed grants You the right to access and use the Services (including to authorise Invited Users to access and use the Services) via the Website in accordance with Your subscription type, as specified in Your Order Form (subject to any Usage Limitations). This right is non-exclusive and limited by, and subject to, the terms of this Agreement. You acknowledge and agree that, subject to any applicable laws:
a. the Subscriber determines who is an Invited User and what level of access each Invited User has to the Services, Website and Data (up to the applicable Maximum Total Invited Users);
b. the Subscriber is responsible for all Invited Users’ use of the Services and the Website (whether authorised by the Subscriber or not);
c. the Subscriber controls each Invited User’s level of access to the Services, Website and Data at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be;
d. Invited Users’ user names and passwords may not be shared or used by more than one individual and the Subscriber may only re-assign access rights to a new individual user where an existing Invited User no longer requires the rights to access and use the Services and Website; and
e. if there is any dispute between a Subscriber and an Invited User regarding access to any Services, Website or Data, the Subscriber shall decide what access or level of access to the relevant Services, Website or Data that Invited User shall have, if any.

2.2 Third Party Payment Services:
If You have subscribed to the Unleashed B2B eCommerce platform, to enable Your customers to purchase goods and services from your store (“Stripe Payments”) You are responsible for activating, maintaining and deactivating Your Stripe Payments account. By using Stripe Payments You are agreeing to be bound by the Stripe connected account agreement available at https://stripe.com/connect-account/legal and Stripe privacy policy available at https://stripe.com/privacy, both of which may be amended by Stripe from time to time. If you do not agree with the Stripe agreement or Stripe privacy policy then you must deactivate your Stripe Payment account.

2.3 Our right to make changes to the Services:
Unleashed may modify the Services from time to time, including by adding or deleting features and functions, as we continually improve our Services and Website and the experience we offer You. However Unleashed will not make changes to the Services that materially reduce the functionality provided to You during the prepaid period of Your subscription. However, You acknowledge that Unleashed does not control changes made by third party product providers (e.g., online retailers) to their products and that these types of changes may impact the functionality of the Services.

3. YOUR OBLIGATIONS

3.1. Payment obligations:
a. An invoice for the Access Fee will be issued:
i. monthly or annually in advance (depending on Your subscription type) at the beginning of Your Subscription Term and subsequently on each Renewal Date; or
ii. where we offer, and You select, an annual subscription with monthly billing, monthly in advance during Your Subscription Term.
b. All invoices will include the Access Fee for the corresponding period of use (including any one-time-service fees that shall be payable in lump sums). Unleashed will continue invoicing You monthly or annually in advance (as the case may be) until this Agreement is terminated in accordance with clause 8.
c. All Unleashed 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 within five days of the invoice date. You are responsible for payment of all applicable taxes and duties in addition to the Access Fees. If You are required to deduct or withhold any tax, You must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.
d. If any invoiced amount remains unpaid after the payment due date then Unleashed may charge You late payment interest calculated at a daily rate of 5%.
e. If Unleashed has to spend money collecting overdue amounts from You then You will reimburse Unleashed for those costs.
f.As part of providing payment information,nconsent for the selected method of payment, and that information provided, to be stored and used for processing future scheduled or unscheduled payments due to Unleashed under these Terms.

3.2 Variations to Access Fees:
Subject to clause 3.7, the Access Fee will remain fixed during the initial period of Your Subscription Term or the relevant Renewal Period (as applicable). Unleashed reserves the right to increase the Access Fees for the Services on 30 days’ written notice to You with any such increase to then take effect on the first Renewal Date following the end date of such notice period.

3.3 Subscribers ordering via an Unleashed Partner:
If You have subscribed to the Services via an Unleashed Partner, Your Unleashed Partner will issue the invoices for the Access Fees to You, and You must pay the invoiced amounts to the Partner in accordance with clause 3.1.

3.4. Preferential pricing or discounts:
You may from time to time be offered preferential pricing or discounts for the Access Fees as a result of the number of Your Organisations. Eligibility for such preferential pricing or discounts is conditional upon Your acceptance of responsibility for payment of Access Fees in relation to all of Your Organisations. Without prejudice to any other rights that Unleashed may have under these Terms or at law, Unleashed reserves the right to render invoices for the full (non-discounted) Access Fees due or suspend or terminate Your use of the Services in respect of any or all of Your Organisations in the event that any invoices for those Access Fees are not paid in full by You to Unleashed by the due date for payment.

3.5. General obligations:
You are solely responsible for your use of the Services and Website and for Your Data (including, if You have subscribed to the Unleashed B2B eCommerce platform, Data uploaded to and displayed in your Store(s)) and for ensuring at all times that Your use of the Services and Website and Your Data is compliant with applicable laws and regulations. You must only use the Services and Website for Your own lawful internal business purposes, in accordance with these Terms and any notices, policies, guidelines or conditions sent to You by Unleashed or posted on the Website.

3.6. Access conditions:
a. You must ensure that all usernames and passwords (including any passwords allocated to Invited Users) required to access the Services and Website are kept secure and confidential. You must immediately notify Unleashed of any unauthorised use of Your passwords or any other breach of security and Unleashed will reset Your password(s) and You must take all other actions that Unleashed reasonably deems necessary to maintain or enhance the security of Unleashed’s computing systems and networks (including the Website) and Your access to the Services.
b. When accessing and using the Services You must not:
i. attempt to undermine the security or integrity of Unleashed’s computing systems or networks (including the Website) or, where the Services are hosted by a third party, that third party’s computing systems and networks;
ii. use, or misuse, the Services in any way which may impair the functionality of the Services, Website or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website, including by misusing the Services in a manner that materially exceeds reasonable usage or use patterns over any month or by using the Services in a malicious, fraudulent or unlawful manner;
iii. 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. transmit, input or upload to 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); or
v. 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.

3.7. Usage Limitations:
a. In addition to the Maximum Total Named Users, Your use of the Services may be subject to Usage Limitations, including monthly transaction volumes, number of SKUs, number of warehouses and the number of calls You are permitted to make against Unleashed’s application programming interface (“API”). Any Usage Limitations will remain in effect for the duration of the initial period of Your Subscription Term or the relevant Renewal Period (as applicable). Unleashed reserves the right to vary the Usage Limitations on 30 days’ written notice to You with any such variation to then take effect on the first Renewal Date following the end date of such notice period (unless Unleashed chooses to relax certain Usage Limitations, in which case such variation will take effect immediately).
b. You may not use or access the Services in a manner that exceeds these Usage Limitations. If You exceed Your Usage Limitations then then You must either disable or correct such use, or
Your Subscription will be upgraded to the subscription tier which corresponds with Your actual use.
c. Where Your Subscription is upgraded in accordance with clause 3.7(b), Unleashed will invoice You for the Access Fee that corresponds to Your new Subscription tier and you agree that the new Access Fee will apply from the date of such upgrade.

3.8 Usage reviews:
You agree that Unleashed may review Your use of the Services at any time during the Subscription Term, and You will provide any reasonable assistance to verify Your compliance with this Agreement as we may request. Unleashed may suspend Your rights to access and use of the Services (including Your rights to access any of Your Data) immediately upon written notice if we determine that Your use of the Services (including any of Your Data) breaches this Agreement (without limiting any other rights or remedies Unleashed may have).

3.9. Communication Conditions:
a. As a condition of these Terms, if You use any communication tools available through the Website (such as any forum, chat room or message centre), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including: offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).
b. When You generate any communication on the Website, You represent that You are permitted to generate such communication. Unleashed is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However, Unleashed does reserve the right to remove any communication at any time in its sole discretion.

4. CONFIDENTIALITY AND PRIVACY

4.1. Confidentiality:
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
a. 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 expressly contemplated by these Terms or, where Unleashed is the recipient, in order to provide the Services to You.
b. Each party’s obligations under this clause will survive termination of these Terms.

4.2. Privacy:
a. Unleashed maintains a privacy policy that sets out what information Unleashed collects about individuals and why, what Unleashed does with that information, and how Unleashed handles that information. You should read that policy at www.unleashedsoftware.com/privacy-policy/ (“Privacy Policy”). In the event of any conflict between these Terms and the terms of the Unleashed Privacy Policy, the terms of our Privacy Policy will take precedence.
b. If You are subject to the territorial scope of the Regulation (EU) 2016/679 (GDPR), You agree that You are a “data controller” and that Unleashed is a “data processor” (as those terms are defined in the GDPR) and that the terms of the Data Processor Agreement form part of this Agreement.

5. INTELLECTUAL PROPERTY

5.1. General:
Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of Unleashed (or its licensors).

5.2. Ownership of Data:
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 Unleashed Access Fees when due and any re-establishment fee due and payable under clause 5.6. You grant Unleashed a licence to use, copy, transmit, store, and back-up Your 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. For the avoidance of doubt, this licence is without limitation to Unleashed’s right to create anonymised data compilations or similar works based on Your Data.

5.3. Backup of Data:
You must maintain copies of all Data inputted or uploaded into the Website. Unleashed adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. Unleashed expressly excludes liability for any loss of Data (including Data archived pursuant to clause 5.6) no matter how caused.

5.4. Third-party apps and Your Data:
If You enable third-party apps for use in conjunction with the Services, You acknowledge that Unleashed may allow the providers of those third-party apps to access Your Data as required for the interoperation of such third-party apps with the Services. Unleashed shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers. You also acknowledge that those third party app providers are independent of Unleashed and those apps will be subject to terms and conditions and privacy notices set by their providers.

5.5. Accuracy of Data:
You agree and acknowledge that You are responsible for ensuring the accuracy of Data inputted into the Website by You or by any person on Your behalf (including an Unleashed Partner). Unleashed is under no obligation to ensure that Your Data in the Website is an accurate representation of Your actual business data.

5.6 Deletion and recovery of Data:
a. Where:
i. You choose to discontinue Your Services in accordance with clause 8.1;
ii. either party terminates this Agreement in accordance with clause 8.3;
iii. Unleashed suspends or terminates this Agreement in accordance with clause 8.5; or
iv. Unleashed otherwise suspends and/or terminates Your right to access to the Services and/or the Website in accordance with this Agreement,
it is Your responsibility to extract Your Data from the Website prior to the effective date of such suspension or termination. Following the effective date of suspension or termination, Unleashed reserves the right, in Unleashed’s sole discretion, to either (i) delete Your Data or (ii) archive Your Data for a period of time of up to six months (upon the expiry of which time Unleashed may delete Your Data).
b. If Unleashed has chosen to archive Your Data and if Your Services are subsequently re-established within the archive period then Unleashed will restore Your access to the archived Data provided that You pay Unleashed in advance:
i. all arrears of Your unpaid Access Fee over the period that the Data was archived; and
ii. a re-establishment fee of NZ$1,000 or such other amount as is determined by Unleashed in Unleashed’s sole discretion and notified to You).
c. Where your right to access and use the Services and Website has been terminated and Unleashed has chosen to archive Your Data, if You omitted to extract Your Data prior to the effective date of such termination and You subsequently notify us that You require access to Your Data then Unleashed will temporarily restore Your access to the archived Data provided that You re-subscribe to the Services for a month and that You pay Unleashed the associated Access Fee together with a one-off fee of such amount as is determined by Unleashed in Unleashed’s sole discretion and notified to You.
d. You acknowledge that any Data that may be archived and restored under this clause will include Unleashed inventory data but may exclude integration and other Unleashed Services data.

6. WARRANTIES AND ACKNOWLEDGEMENTS

6.1. Data:
a. You represent and warrant that:
i. You have obtained all necessary consents and are otherwise authorised to input or upload the Data that You input or upload to the Website, including any Data inputted or uploaded to the Website by any Invited User or by an Unleashed Partner on Your behalf; and
ii. You are similarly authorised to access the processed Data that is made available to You through Your use of the Website and the Services, in each case, whether the inputted or uploaded Data is Your own or that of anyone else.

6.2 Rights of third parties / access to Data:
a. You acknowledge and agree that Unleashed has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person that is enforceable against us by any person (including Your Affiliates) other than You.
b. If You use the Services or access the Website on behalf of or for the benefit of anyone other than Yourself (whether a body corporate or otherwise) You agree that:
i. You are responsible for ensuring that You have the right to do so;
ii. In the case of a third person requiring access to Your Data (i.e., other than an Invited User), You are responsible for authorising any such person to access Your Data, and You agree that Unleashed has no obligation to provide any such person with access to Your Data without Your prior written authorisation (and may refer any third party access requests for information to You to address); and
iii.You will indemnify Unleashed against any Loss arising out of or in connection with Unleashed’s refusal to provide such third persons with access to Your Data and/or Unleashed enabling access by such third persons to Your Data where this has been done with Your written authorisation.

6.3 Acknowledgements and disclaimers:
You acknowledge and agree that Unleashed gives no warranty about the Services and Website and, without limiting the foregoing:
a. The provision of, access to, and use of, the Services and the Website is on an “as is” basis and at Your own risk.
b. Unleashed does not warrant that the use of the Services or the Website will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service and the Website, 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 and the Website. Unleashed is not in any way responsible for any such interference or prevention of Your access or use of the Services.
c. Unleashed does not warrant that the Services or the Website will meet Your requirements or that the Services or the Website will be suitable for any particular purpose. It is Your sole responsibility to determine that the Services and the Website meet the needs of Your business and are suitable for the purposes for which they are used.
d. 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 Website will comply with laws applicable to You (including any laws requiring You to retain records).
e. You are solely responsible for assessing the correct taxes you should charge Your customers.

6.4. No implied warranties:
To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including warranties of merchantability and fitness for purpose, title and non-infringement.

6.5. Consumer protection laws:
You warrant and represent that You are acquiring the right to access and use the Services and Website 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.

7. INDEMNITY AND LIMITATION OF LIABILITY

7.1. Indemnity:
You indemnify Unleashed against all Losses that Unleashed incurs arising out of or in connection with:
a. Your breach of any of these Terms;
b. any claims of tax authorities of any country, state, province or other jurisdiction in relation to the taxes levied on sales to Your customers; and/or
c. any third party claims against Unleashed relating to Your Data or otherwise to Your use of the Services or Website or any third party app (or other third party product).

7.2 Unleashed is not responsible:
To the maximum extent permitted by law, Unleashed will not be liable to You (or any other person) in contract, tort (including negligence), or otherwise, for any Losses (whether direct or indirect) arising out of, or in connection with, Your use of, or reliance on, the Services or Website or otherwise arising out of or in connection with these Terms.

7.3. If, notwithstanding clause 7.2, Unleashed is determined to have any liability to You (or any third party) arising out of or in connection with these Terms, Unleashed’s liability in respect of any one incident, or series of connected incidents, will be limited to an amount equal to the Access Fees paid by You in the three months preceding the first such incident.

8. TERMINATION AND SUSPENSION

8.1. Trial policy:
When You first sign up for access to the Services You can evaluate the Services for a period of 14 days, with no obligation to continue to use the Services. You may elect to, on or before the fourteenth day after the initial submission of Your Order Form, discontinue the Services and receive a full refund of any Access Fees paid minus any one-time-service fees accrued up to the date of discontinuation. If You do not elect to discontinue using the Services within this 14 day timeframe, You will be billed from the day You first added Your billing details into Your Order Form. If You choose to discontinue using the Services, You must apply in writing to [email protected] to be removed from the Services.

8.2. Modifications by You to Your subscription:
You may only reduce Your subscribed Services to a lower level subscription lesser Service by providing Unleashed with written notice via [email protected] at least ten days prior to the next Renewal Date and where You have not used the Service or Website features that are not available in the lower level subscription. The change to Your subscription will then take effect on that Renewal Date. You may change Your subscribed Services by adding additional Services or Invited Users or otherwise increasing Your subscription levels at any time.

8.3. No-fault termination:
The Subscription Term will renew automatically at the end of the initial period of Your Subscription Term and then subsequently at the end of each Renewal Period and the Access Fee for that month or year (as applicable) will continue to be due and payable in advance (in accordance with clause 3.1), unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the initial subscription period or the relevant Renewal Period (as applicable). If insufficient notice is given then:
a. if Your subscription renews on a monthly basis, Your subscription will not be cancelled until the next Renewal Date;
b. if Your subscription renews on an annual basis then, provided Your notice is received by Unleashed no later than seven days following the Renewal Date, Unleashed will accept Your notice of cancellation and will refund the Access Fees already paid by You in relation to the new Renewal Period. If Your notice is received by Unleashed more than seven days after the Renewal Date then Unleashed will accept Your notice of cancellation and may then choose (in its sole discretion) to refund some or all of the Access Fees already paid by You that relate to the unused portion of the new Renewal Period. Where we offer and You have selected an annual subscription with monthly billing then if your notice is received by Unleashed during the initial period of Your Subscription Term or more than seven days after the Renewal Date then Unleashed may invoice You for some or all of the Access Fees that relate to the unused portion of the initial subscription period or the new Renewal Period (as applicable).

8.4 Overdue:
a. Access Fees are paid in advance, however in the event that Your account becomes overdue this must be settled within five days otherwise Unleashed reserves the right to suspend Your subscription and Your rights to access the Services, Website and the Data and to charge a reactivation fee to reinstate Your account (equal to the cost of a one month subscription). The Billing Contact will be notified once an account becomes overdue.
b. If You have subscribed to the Services via an Unleashed Partner then that Unleashed Partner may also request that Your account be suspended due to non-payment. In the event such a request is made Unleashed will endeavour to contact You to confirm this and an in-application message will be posted for all Invited Users to see before Your account is suspended.

8.5. Breach:
If You:
a. breach any of these Terms (including by non-payment of any Access Fees) and do not remedy the breach within thirty days after receiving notice of the breach if the breach is capable of being remedied;
b. breach any of these Terms and the breach is not capable of being remedied; or
c. You are declared bankrupt or You become bankrupt, insolvent, or You go into liquidation or a receiver or manager is appointed over any of Your assets, or You make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction, then (without limiting Unleashed’s suspension rights at clause 8.4 above) Unleashed may take any or all of the following actions, at its sole discretion:
i. terminate this Agreement and Your right to access and use the Services and the Website;
ii. suspend, for any definite or indefinite period of time, Your right to access and use of the Services and the Website;
iii. suspend or terminate Your access to any or all Data through the Website; or
iv. delete Your Data in accordance with clause 5.6.

8.6. Accrued Rights:
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:
a. remain liable for any accrued charges and amounts which become due for payment before or after termination; and
b. immediately cease to use the Services and the Website.

8.7. Expiry or termination:
Those clauses which by their nature survive expiry or termination, including clauses 3.1, 4, 5, 6, 7, 8 and 10, will survive the expiry or termination of these Terms.

8.8. Refund Policy:
Subject to clause 8.1 Unleashed does not provide refunds if You decide to stop using the Services and accessing the Website at any time during Your Subscription Term.

9. HELP DESK

9.1. Technical Problems: You have a right to technical support, in accordance with the Customer Success Plan on Your subscription, or in the case where You have none, the Essential Customer Success Plan.

9.2. Service availability:
Whilst Unleashed intends that the Services and the Website should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place. If for any reason Unleashed has to interrupt the Services for any period, Unleashed will use reasonable endeavors to publish in advance details of such activity.

10. GENERAL

10.1. Entire agreement:
These Terms, together with the Unleashed Privacy Policy and the Data Processing Agreement (where applicable) and the terms of any other notices or instructions given to You under these Terms, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Unleashed relating to the Services and Your access and use of the Website and the other matters dealt with in these Terms.

10.2. Waiver:
A waiver of any breach of any provision in these Terms shall not be effective unless that waiver is in writing and is signed by the party against whom that waiver is claimed. 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.

10.3. Delays:
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.

10.4. No Assignment:
You may not assign or transfer this Agreement or any of Your rights under this Agreement to another person without our prior written consent. The transfer of the billing ownership may be requested by contacting [email protected]. It is at the discretion of Unleashed to action this change over.

10.5. Unleashed entity, governing law and jurisdiction:
The various Unleashed entities are listed in the table below, along with the governing law of this Agreement and the dispute resolution venue:

Billing Address	Unleashed Entity	Address for notices	Registration number	Law	Venue
United States	Unleashed Software, Inc	Level 2, 12 Northcroft Street, Takapuna, Auckland, 0622, New Zealand	5585466	California	California
United Kingdom	Access UK Ltd t/a Unleashed Software (UK) Ltd	4th Floor, Colston Tower, Colston Centre, Bristol BS1 5AE	02343760	England and Wales	England and Wales
Australia	Access Software Australia Pty Ltd	Level 11, The Zenith Tower B, 821 Pacific Highway, Chatswood, NSW 2067	ACN: 071 007 326	New South Wales	New South Wales
New Zealand the rest of the world	Access Workspace NZ Ltd t/a Unleashed Software Ltd	Level 2, 12 Northcroft Street, Takapuna, Auckland, 0622, New Zealand	2356776	New Zealand	New Zealand

10.6. Severability:
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.

10.7. Notices:
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 unless an electronic error message is received by the sender. Notices to Unleashed must be sent to [email protected]. Notices to You will be sent to the email address(es) on record in our account information for You. You must keep all Your account information current.

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