TradeCert – Terms and Conditions

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These terms govern your use of the TradeCert platform (“TradeCert”, “we”, “us”, “our”). By creating an account, starting a trial, or accessing the service you agree to be bound by these terms.

1. Parties

The licensor is the TradeCert service operator, a New Zealand–based business. The licensee (“you”, “your”) is the individual or organisation that creates an account.

2. Key definitions

• Service – the TradeCert web application and any related tools, features or content.
• Materials – certificates, forms, templates and other digital content made available in the Service.
• Trial period – a free period of access (typically 30 days) starting from the date you create your account, unless otherwise agreed.
• Intellectual Property – any copyright, trademarks, designs, trade names, logos, software code, know-how and other proprietary rights owned or controlled by us.

3. Acceptance

By clicking “Create account”, “Accept” or similar you confirm that:

• you have read and understood these terms;
• you have had the opportunity to obtain legal or professional advice if you wish; and
• you agree to be bound by these terms on behalf of yourself and, where relevant, your organisation.

4. Licence to use TradeCert

• We grant you a personal, non-exclusive, non-transferable licence to access and use the Service and Materials for your internal business purposes.
• You are responsible for providing and maintaining your own internet connection, hardware, browser and security software.
• You must keep your login details secure and must not share your account with other people.

5. Trial, charges and payment

• New accounts may include a free trial period. We may change the length of the trial or withdraw free trials at any time.
• At the end of the trial, continued access may require a paid subscription at the rates published by TradeCert or otherwise agreed with you.
• All fees are payable in full without set-off or deduction. If you fail to pay on time we may suspend or terminate access to the Service.
• We may charge interest on overdue amounts at a reasonable commercial rate until payment is received in full.

6. Your responsibilities

• You must use the Service only for lawful purposes and in accordance with all applicable electrical, building and safety regulations.
• You must not attempt to copy, modify, decompile, reverse-engineer or otherwise interfere with the Service or underlying software.
• You are responsible for the accuracy and completeness of all information you enter into the system, including any certificates or records issued.
• If you become aware of any unauthorised access to your account you must notify us as soon as reasonably possible.

7. Intellectual property

• TradeCert and all Materials are owned or licensed by us. No intellectual property rights are assigned or transferred to you under these terms.
• You must not remove or alter any copyright, trademark or attribution notices appearing in the Service.

8. Data, back-ups and availability

• We will take reasonable steps to keep the Service available and to protect and back up your data.
• However, we do not guarantee uninterrupted access or that data loss will never occur. You are responsible for exporting and keeping your own copies of key records.
• We may need to suspend or limit access for maintenance, security or technical reasons. We will try to minimise disruption where reasonably practical.

9. Indemnity

You agree to indemnify us against any loss, cost, claim or expense (including reasonable legal fees) arising from:

• your breach of these terms;
• your failure to pay any amounts when due; or
• your misuse of the Service, or any claim by a third party relating to your use of the Service or Materials.

10. Warranties and liability

• The Service is provided “as is”. To the maximum extent permitted by law we exclude all implied warranties, including fitness for a particular purpose and non-infringement.
• We do not guarantee that the Service will be error-free, complete or up-to-date, or that it will meet your specific compliance requirements.
• To the extent we are liable to you at law, our total aggregate liability in any month is limited to the subscription fees you paid to us for that month.
• We are not liable for any indirect, consequential or special loss, including lost profits, lost revenue, or loss of data.

11. Term, suspension and termination

• Your licence continues while you have an active trial or paid subscription, unless ended earlier under this clause.
• Either party may terminate the agreement by giving at least one month's notice.
• We may suspend or terminate your access immediately if you materially breach these terms, fail to pay amounts due, or become insolvent.

12. Dispute resolution

• If a dispute arises, the parties will first try to resolve it in good faith by discussion between decision-makers.
• If it is not resolved within a reasonable time, either party may suggest mediation before starting court proceedings.

13. General

• These terms are the entire agreement between you and TradeCert about your use of the Service.
• If any part of these terms is found to be invalid or unenforceable, the rest of the terms remain in full force.
• No waiver of any right is effective unless it is in writing and clearly expressed as a waiver.
• These terms are governed by the laws of New Zealand and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.

If you have any questions about these terms, please contact us before using TradeCert.