LANDKIND CUSTOMER TERMS AND CONDITIONS

Welcome to Landkind

These terms and conditions (Terms) are a user agreement and licence between you, the Permitted User, and Landkind Limited whose registered office is located at 60 Durham Street, Tauranga, New Zealand (LandKind, we, us, our) for use of the Landkind software.

 

These Terms explain our obligations to you as a service provider and your obligations to us as a Permitted User.

 

Landkind software (SaaS Service) is available to you as software-as-a-service via our online web-based platform (Website) and/or our mobile device application platform (Landkind App). The platform(s) may be hosted by us or by our third party service provider.

 

Please read the Terms carefully. By registering to use the SaaS Service, you agree to be bound by these Terms. If you don’t agree to our Terms, or if you breach them, then you will not be able to use the SaaS Service.

 

By applying to use the SaaS Service you agree to be bound by these Terms.

We may make changes to these Terms from time to time. We will notify you of those changes by email. Your continued use of the SaaS Service following notification constitutes your acceptance of the changes.

The SaaS Service is intended for use only in New Zealand. It cannot be used outside of New Zealand.

1. Registration

1.1. A Landkind Customer may authorise you to access and use their subscription of the SaaS Service.

1.2. Once authorised by a Customer (or if you are yourself a Customer), you may apply to use the SaaS Service by contacting help@landkind.com. Landkind, at our sole discretion, may grant you the right to access and use the SaaS Service via our Website. The right is non-exclusive and non-transferable.

1.3. The functionality available to you will depend on the subscription the Customer has selected.

2. Your obligations

2.1. Authorised use: You must use SaaS Service solely for your, or the Customer’s lawful internal business purposes. You must not resell, nor make the SaaS Service available to any third party, or otherwise seek to commercially exploit the services in any way that is not specifically stated in these Terms.

2.2. Conditions of use: By using the SaaS Service, you accept responsibility for, and will use your best endeavours to prevent, any unauthorised use of or access to the SaaS Service and to protect your security passwords used to access the SaaS Service. You are responsible for all changes to your account made through the SaaS Service including any unauthorised changes made by someone else.

2.3. Access: When accessing the SaaS Service you must:

(a) comply in all respects with these Terms (as updated by or on behalf of Landkind from time to time) and Landkind’s directions;

(b) correctly identify the sender of all electronic transmissions;

(c) not impersonate another person or mispresent authorisation to act on behalf of others or Landkind;

(d) not view, access or copy (or attempt to do so) any material or date other than that which you are authorised to access or other than to the extent necessary to enable you to use the SaaS Service as provided for in these Terms;

(e) neither:

(i) undermine or attempt to undermine the security or integrity of the SaaS Service; nor

(ii) use or misuse the SaaS Service in a way that may impair the functionality of the Landkind Systems or otherwise impair the ability of any other person to use the SaaS Service;

(f) neither use the SaaS Service to transmit, input or store any Data that:

(i) breaches any third party rights (including Intellectual Property Rights or privacy rights); or

(ii) is objectionable, defamatory, obscene, harassing, threatening, harmful or unlawful in any way (together Objectionable).

3. Authorisation

3.1. Authorisation: You acknowledge that Landkind and its personnel (including sub-contractors may require access to Data to exercise Landkind’s rights and perform its obligations under these Terms and you authorise us to do so.

4. Data

4.1. Data: In the course of using the SaaS Service, you will enter, upload or create information, including Personal Information (Data): As between Landkind and the Customer, this Data is owned by the Customer.

4.2. Data storage: You acknowledge and agree that we may:

store Data (including Personal Information) in secure servers in Australia and the United States of America or as otherwise provided for in accordance with our Privacy Policy; and

may access Data (including Personal Information) both in the above territories and in New Zealand.

4.3. Aggregated Data: You acknowledge and agree that we may anonymise and aggregate Data and use information about your and/or the Customers’ use of the SaaS Service and the Website to generate aggregated statistical and analytical data (Aggregated Data) and use such Aggregated Data for our internal research and product development purposes. Ownership of the Aggregated Data is governed by the agreement entered into by us with the Customer in relation to the provision of the SaaS Service.

4.4. Indemnity: You indemnify us against any loss we suffer or incur, as a direct or indirect result of any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable (as defined at 2.3(f)(ii) above), incorrect or misleading.

4.5. Loss of Data: We will not be liable for any loss of Data however arising.

4.6. Privacy: We understand that privacy is important to you. Any Personal Information you provide when using the SaaS Service will be stored, used and disclosed by us in accordance with the Privacy Act 2020 and our Privacy Policy.

4.7. Personal Information: You acknowledge that to the extent that your Data includes Personal Information, Landkind is collecting, holding and/or processing such information as a result of the provision of your use of SaaS Service and as such Landkind is acting as your or the Customer’s (whichever is applicable) agent for the purposes of the Privacy Act 2020 and any other applicable privacy law.

5. Intellectual Property

5.1. Ownership of Landkind: Subject to clause 5.2, we own, or have the rights to, all Intellectual Property Rights in the SaaS Service and the Website. You must not dispute the validity of, or claim any right to the ownership of, those Intellectual Property Rights.

5.2. Ownership and use of Data:

Between Landkind and the Customer, all Intellectual Property Rights in the Data are the property of the Customer. The Customer has granted Landkind a worldwide, non-exclusive, fully paid up, non-transferable revocable licence to use, store, copy, modify, make available and communicate the Data solely for the purpose of the exercise of Landkinds rights and the exercise of its rights and the performance of its obligations to the Customer.

The Customer is responsible for ensuring that any consents and approvals required for Landkind and its personnel to access the Data.

5.3. Feedback: If you provide us with any ideas, comments or suggestions relating to the Landkind Software, the SaaS Service or the Website (Feedback), all Feedback and anything created as a result of that Feedback, including any new Intellectual Property and the resulting Intellectual Property Rights, will be owned solely by Landkind.

5.4. Prohibited: You must not:

(a) use, copy (other than for the purpose of backup), monitor, modify, transmit, store, extract, publish or distribute any of the Intellectual Property described above or other material on or accessed via the Website except in accordance with these Terms or as agreed with us in writing;

(b) do, omit to do, nor assist any person to do, anything that may invalidate or adversely affect our right, title, interest and goodwill in the Intellectual Property or Intellectual Property Rights described above;

(c) dissemble, decompile, reverse-engineer or create derivative works based on the whole or any part of Landkind Software or the Website;

(d) rent, lease, sub-licence, loan, translate, merge, adapt, vary or modify the Landkind Software or the Website;

(e) otherwise assert or exercise any of the rights in the intellectual property described above, except as expressly permitted by these Terms;

(f) infringe our Intellectual Property Rights or those of any third party in relation to your use of the SaaS Service, the Website or otherwise.

6. Confidentiality

6.1. Confidential Information: If you receive Confidential Information, through your use of the SaaS Service, you must keep that information confidential at all times except where:

(a) disclosure is necessary for you to perform your obligations under these Terms;

(b) we give our prior written approval to the disclosure of the information (including the form and content of the disclosure); or

(c) disclosure is required by law.

7. Warranty and acknowledgements

7.1. Mutual warranties: Each party warrants to the other that:

(a) it has the full power and capacity to enter into and perform its obligations under these Terms; and

(b) entry into and performance of these Terms will not breach the terms of, or constitute a default under, any other agreement.

7.2. No warranty: To the maximum extent permitted by law:

(a) Landkind’s warranties in relation to the SaaS Service is limited to those expressly set out in these Terms;

(b) all other conditions, guarantees, representations and warranties, whether express or implied warranties (including, but not limited to the implied warranties of conditions of title, non-infringement, merchantability or fitness for purpose) are expressly excluded; and

(c) it is your sole responsibility to ensure the SaaS Service is suitable for the purposes for which you use it.

7.3. Landkind warranty: We warrant that we will use commercially reasonable efforts to maintain our systems associated with the SaaS Service so that they are free from viruses and harmful code, however we do not warrant that the use of the SaaS Service will be uninterrupted or error free.

7.4. Consumer Guarantees Act: You agree and acknowledge that you are acquiring and using the SaaS Service for business purposes. You acknowledge that the Consumer Guarantees Act 1993 does not apply to these Terms or your use of the SaaS Service.

8. Liability

8.1. Liability: To the maximum extent permitted by law, we exclude any and all liability for any loss or damage, direct or indirect, to you or arising out of or in connection with our obligations under these Terms and/or your use of the SaaS Service.

9. Support and maintenance

9.1. Support: If you have technical problems with the Landkind Software, Website or App, you can contact us via help@landkind.com.

9.2. Availability: You acknowledge that the SaaS Service may not be available all of the time. Subject to clause 9.3 we will use reasonable endeavours to make the SaaS Service available to you at least 99% of the time.

9.3. Maintenance: From time to time we conduct maintenance and/or upgrades which may cause SaaS Service to be temporarily unavailable. If we need to make the SaaS Service unavailable for a longer period than normal, we will use reasonable efforts to publish advance details of any known unavailability on the Website or by emailing you.

10. Changes of Terms

10.1. Changes: From time to time we may amend these Terms. When we do this, we will notify you in advance of the changes being made by posting the new Terms, including the date they will become effective, on our website and/or emailing you at the address you have given us for notices. Any changes will take place on the date specified.

11. Termination and Suspension

11.1. Termination by Landkind: We may terminate your right to use the SaaS Service at any time if you commit a material breach of these Terms or infringe our Intellectual Property Rights.

11.2. Termination by the Customer: At any time the Customer may revoke authorisation for you to access and use their subscription to the SaaS Service.

11.3. Restricted access: If the Customer’s access to the SaaS Service is restricted, suspended or terminated, your access to the SaaS Service will also be restricted, suspended or terminated (whichever is applicable).

11.4. Termination due to third party: We may terminate your access immediately if:

(a) there is a change to a third party arrangement necessary for Landkind Software to function that renders the ongoing operation of the SaaS Service substantially unworkable; or

(b) we become aware of a claim that SaaS Service infringes a third party’s intellectual property; or

(c) we believe in our sole discretion it is necessary to protect the security or integrity of the SaaS Service.

11.5. Permitted User’s Termination: You may terminate your Landkind Software account at any time by contacting us at help@landkind.com.

11.6. Consequences of termination: On termination or expiry of your access for whatever reason, your right to access and use the SaaS Service will immediately cease.

11.7. Suspension: We may restrict or suspend your access to the SaaS Service, in our reasonable opinion:

(a) you have committed a material breach of these Terms, in which case we may suspend your access for so long as the material breach continues; or

(b) any Data you input is in breach of clause 2.3(f), in which case we may suspend your access until such Data has been removed.

11.8. No restriction or waiver: Any action we take under this clause 11 does not limit any other right or remedy we have under these Terms.

11.9. Termination without prejudice: Termination or expiry of these Terms will be without prejudice to any rights or obligations that have accrued to you or to us as at the date of termination.

12. General

12.1. Governing Law: These Terms are governed by New Zealand law and the New Zealand courts have non-exclusive jurisdiction over any dispute between you and us.

12.2. Interpretation: The term “includes” or “including” (or any similar expression) is deemed to be followed by the words “without limitation”.

12.3. Definitions:

(a) Aggregated Data has the meaning described in clause 4.3; Confidential Information means the terms of these Terms and any information that is not public knowledge and that you obtain from us in the course of or in connection with this agreement, which includes all Intellectual Property owned by Landkind or its licensors;

(b) Customer means a customer who has entered into an agreement with Landkind under which that customer subscribes to use Landkind Software;

(c) Data means all data, content, and information (including Personal Information) owned, held, used or created by or on behalf of you that is stored using, or inputted into, the Landkind Software via the SaaS Service;

(d) Feedback has the meaning described in clause 5.3;

(e) Intellectual Property Rights means all trademarks, domain names, copyright, patents, registered designs, rights in computer software, databases, spreadsheets and lists, rights in inventions, know-how, trade secrets, packaging and branding designs, pack-types and all other intellectual property, in each case whether registered or unregistered (including applications for the grant of any of the foregoing) and all rights or forms of protection having equivalent or similar effect to any of the foregoing which may subsist anywhere in the world, and all rights of action, powers and benefits of the same and includes rights whether created before or after the date of this agreement. “Intellectual Property” has a consistent meaning, and includes any enhancement, modification, improvement or derivative work of the Intellectual Property;

(f) IPR claim has the meaning described in clause 5.5;

(g) Landkind App means a mobile device application through which you may access the SaaS Service;

(h) Landkind Software means the software owned by us (and our licensors) that is used to provide the SaaS Service;

(i) Objectionable has the meaning described in clause 2.3(f)(ii);

(j) Permitted User means a person who has been authorised to access and use the SaaS Service by a Customer;

(k) Personal Information has the meaning given to that term in the Privacy Act 2020;

(l) Privacy Policy means our Customer Facing Privacy Policy (as amended from time to time) which is available to read here;

(m) Terms means these terms and conditions;

(n) Website means the web-based platform through which you may access the Landkind Software.