1. AGREEMENT

1.1  TradeWindow ExpressFreight (also known as “SpeEDI”) is a collection of applications (known as “SpeEDI Cargo” and “SpeEDI Accord”) that function as an internet service (“Service”) and are owned and operated by TradeWindow Ltd (“we”, “our”, “us”, “ourselves” or “TradeWindow”).

1.2  These terms and conditions, available at: https://tradewindow.io/legals/terms-and-conditions-speedi-apps/ together with any executed Statement of Work and/or Pricing Schedule as well as our Terms of Use available at: https://tradewindow.io/legals/terms-of-use/ (together the “Agreement”) forms a legally binding document defining our terms for acceptable use of the Service and the data and information (“Content”) stored within the Service, and a client’s (“you”, “your” or “Client”) rights, obligations, and restrictions in using the Service. The Client and TradeWindow are collectively referred to as the “parties”, individually a “party”.

1.3  This Agreement is accepted upon your registration to the Service and is further affirmed when you use the Service. This Agreement constitutes the entire agreement between you and us regarding the use of the Service and will remain in full force for the Term or until terminated in accordance with clause 7.

2. MODIFICATION

We may modify this Agreement at any time and this modified Agreement shall be effective immediately upon being included within the Service under the “Terms of Use” function. You agree to be bound by any modifications to this Agreement when you use the Service after a modification is posted. We recommend you review the Agreement regularly to ensure you are aware of any modifications to it.

3. REGISTRATION AND USE

3.1  Upon registering for the Service, you will be asked to specify details of your email address, password, and business details. You are entirely responsible for maintaining the confidentiality of your password. You agree to notify us immediately if you suspect any unauthorised use of your registration.

3.2  You represent and warrant that all Content you submit is truthful and accurate; that you will maintain the accuracy of such information; and that your use of the Service does not violate any applicable law or regulation.

3.3  The Service may not be used for any advertising purpose except as specifically approved by us. Advertisements and other forms of solicitation will be removed without notice or liability.

3.4  You may not submit any Content to the Service, that is illegal, obscene, violent, sexual, lewd, hateful, harassing, racist, bigoted, demeaning, threatening, inciteful, exploitative, defamatory, abusive, libelous, misleading, or otherwise objectionable. We reserve the right to remove any such Content, according to our sole judgment, and bring it to the attention of relevant governmental or law enforcement authorities.

3.5  You may not interfere with, disrupt, or create an undue burden on any aspect or element of the Service, the equipment providing the service, or any network related to the Service. It is explicitly forbidden to access the Service by any means other than the standard login. This restriction includes, but is not limited to, any automated script communicating with the Service. We reserve the right to block access to the Service from any IP address, IP address block, Internet Service Provider, individual, organization or country that is deemed, at our sole discretion, to be abusing the Service.

4. LIABILITY

4.1  We are not liable for any incorrect, inaccurate, or untimely Content or materials provided by the Service, whether caused by you or any other users of the Service or by any of the equipment or programming used to provide the Service.

4.2  We are not responsible for the Content or materials on any website linked from the Service, whether this link was posted by a user or otherwise.

4.3  We are not responsible for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications link failure, theft or destruction or unauthorized access to, or alteration of, any user information or communication.

4.4  We are not responsible for any problems or technical malfunction of any telephone network or lines, computer systems, servers, providers, equipment, software, or email that occurs for any reason, nor any injury, death or damage to users or equipment resulting from use of the Service in any way.

4.5  To the fullest extent permitted by law, we shall not be liable for any lost profits, lost savings, loss of reputation, loss of goodwill, loss of data, interruption of business or for any indirect, incidental, punitive, special or consequential loss or damages whatsoever, under, arising out of or in connection with this Agreement or arising from the use of the Service, whether or not such damages are based on tort (including negligence), warranty, contract or any other legal theory – even if has been advised, or is aware, of the possibility of such damages. This Agreement is to be read subject to any legislation which prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions, guarantees or obligations. If such legislation applies, to the extent possible, we limit our liability in respect of any claim to, at our option, in the case of the Service:
(a) to supply of the Services again; or
(b) the payment of the cost of having the Services supplied again.

5. FEES

5.1  You consent to be billed for and covenants pay fees applicable for the use of the Service as detailed below for each application.
(a) SpeEDI Cargo: An invoice dated as of the end date of the usage month covering usage for that month will be generated and emailed on the second day of the following month.

• (i) Payment is due on the 20th of the month following the usage month.
• (ii) All invoice reference numbers issued for your business are listed in the Business Admin – Billing – View Invoices page.
• (iii) Transaction usage fees are available on request and a ‘no-refunds’ policy applies for the use of the Service.

(b) SpeEDI Accord: Payment will be automatically debited to a pre-approved credit card (Mastercard or Visa) each month based on transaction usage.

• (i) Accord transaction usage fees are described in the Pricing Schedule available at
  https://accord.speedisoftware.com/Home/Fees or as otherwise agreed in writing between the parties and a ‘no-refunds’ policy applies.
• (ii) If payment is unsuccessful after three attempts, then the business will have fee-incurring functions suspended until all unpaid amounts have been paid by re-approving the same or a new credit card.

5.2 Maintenance and Support: SpeEDI Cargo and SpeEDI Accord Apps

(a) Support Availability: To contact Support, you must lodge a support ticket by sending an email to: speedi-accord@tradewindow.io or speedi-cargo@tradewindow.io

(b) Maintenance and Support Inclusions: At no additional cost and within Support Availability Maintenance and Support Inclusions include:

• access to Service updates as they are released, with new features and fixes;
• corrections to any standard program that does not perform, excluding programs modified for the Client by parties other than employees of TradeWindow;
• up to 30 minutes of free investigation on Service function failure. TradeWindow will continue to assist the Client regardless of the cause of the failure; however, a time charge will apply to the Client if the fault was not caused by TradeWindow.
• assistance with questions on how the Service works, or how to operate the Service.

(c) Maintenance and Support Exclusions: Maintenance and Support does not include:

• (i) Any Maintenance or Support requested outside of the Support Availability timeframe. For clarity, this means any maintenance or support
  request made to the support team outside of business hours Monday to Friday 8:30 am to 5:30 pm NZDT.
• (ii) chargeable professional services such as education, any training or re-training; installation or upgrade assistance, systems analysis and
  programming, unless specified in any covering documentation;
• (iii) maintenance required as a result of loss or damage caused directly or indirectly by the Client’s error or omission;
• (iv) travelling time or associated expenses, unless explicitly agreed to in writing between the Parties;
• (v)  any update or configuration of the Service after any malfunction as a result of any action by the Client or any Third Party acting on behalf of
  the Client;
• (vi) writing or modifying documents or specialised reports for the Client;
• (vii) writing or modifying specialised SQL queries for the Client;
• (viii) managing a Client’s email server or tracking messages through their email system; and
• (ix) any other maintenance requests not covered under clause 5.2 (b)

(d) After-Hours Maintenance and Support and Maintenance and Support Exclusions Charges:

• (i) Maintenance and Support Exclusions that fall outside of the provisions of clause 5.2(b) will be separately charged for by TradeWindow at the
  rate set out in Table 1.
• (ii) No-obligation After-Hours Maintenance and Support is available on request and will be charged at double (2x) the rate outlined in Table 1.
• (iii) All prices are in United States Dollar (USD) and excludes Goods and Services Tax (GST)
• (iv) All logged support calls will be charged at a minimum of one hour, regardless of the actual time taken to resolve the issue. This includes
  instances where the support request takes less than one hour to complete

Table 1: Costs
Maintenance & Support Refers to the hourly charges associated with providing assistance to the Client during the Support Availability timeframe. This includes troubleshooting, answering queries regarding the functionality or operation of the Service, and resolving any technical issues that fall within the scope of Maintenance and Support Inclusions as defined in clause 5.2(b).	$200 /hr
Development Refers to the hourly charges associated with the creation, modification, or enhancement of software, including but not limited to custom features, integrations, or specialised reports. These costs are separate from Support Costs and apply to tasks that involve coding, programming, or other technical development work, as requested by the Client or necessary to maintain the Service.	$300 /hr
Travel This may include flights/accommodation outside of Auckland or a standard per km rate for travel by car.	On-charged

6. DATA

6.1  SpeEDI Cargo: You have exclusive ownership rights of the Content stored within the service for your business.

6.2  SpeEDI Accord:
(a) You permit another business to allocate your business as a party to a transaction without advance notice except where you have explicitly withdrawn this permission.
(b) You do not have any exclusive ownership rights in the Content stored within the service. The Content is owned collectively by all businesses who have a valid interest in the Content, generally as an allocated party to individual transactions.
(c) By submitting Content, you hereby grant us a limited non-exclusive, fully paid, royalty-free license to use and reproduce such Content through the Service.

7. TERM & TERMINATION

7.1  The term of this Agreement begins on the registration date or on a date specified in the Pricing Schedule and will continue until terminated by either party, provided that the terminating party provides the other party with thirty (30) days’ written notice of such termination.

7.2  A party may terminate this Agreement by written notice to the other party if any of the following events has occurred in respect of the other party:
(a) a material breach of this Agreement which is not remediable or if capable of remedy, where the other party fails to remedy within fourteen (14) days of written notice; or
(b) an insolvency event or force majeure event occurs; or
(c) if the Client fails to pay the fees as set out in clause 5.

7.3  If this Agreement is terminated or expires for any reason, then, in addition, and without prejudice to any other rights or remedies available:
(a) the parties are immediately released from their obligations under the Agreement except for those obligations that, by their nature, survive termination;
(b) each party retains the claims it has against the other;
(c) the Clients right to access and use the Service immediately ceases, and all right and licences granted under this Agreement immediately terminates; and
(d) the Client must immediately pay TradeWindow all arrears, fees for the term of the Agreement, charges or any other payments arising in respect of the Service or otherwise, and any costs and expenses including legal and other fees incurred by us in relation to such arrears as well as any costs or expenses incurred as a result of such termination.

8. DISPUTES

8.1  Any dispute involving the Service shall be governed by the laws of New Zealand, without regard to conflict of law provisions.

8.2  The parties consent to the jurisdiction of Auckland, New Zealand for any dispute.

9. GENERAL

9.1  Waiver: Our failure to exercise or enforce any right or provision of this Agreement shall not be construed as a waiver of such right or provision.

9.2  Severability: This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void, or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity or enforceability of any remaining provisions.

9.3  Right to Advertise: TradeWindow is granted a limited right during the term of the Agreement to use the names, images, logos, trademarks, service marks or any other Intellectual Property of the Client in any advertising, marketing, promotional material, publicity, press release, presentation or proposal; or to express or to imply any endorsement of TradeWindow or its equipment or services by any member of the Client.