1.1

A SuiteFiles Customer has provided you with access to their SuiteFiles Digital Signing Service which enables the Customer and the Recipient to digitally sign documents.

1.2

You are not obliged to use the Service.

1.3

By accessing the Service as a Recipient, you accept and agree to be bound by these Digital Signing End-User Terms and Conditions (“Terms”).

1.4

These Terms constitute the complete and exclusive statement of the agreement between SuiteFiles and you in relation to your access to and use of the Service.

1.5

SuiteFiles may modify these Terms from time to time. You can keep track of changes to SuiteFiles’ terms by referring to the version and the date last updated at the top of the Terms. Your ongoing access to, and use of, the Service indicates your acceptance of the amended Terms.

1.6

You agree to only access and use the Service for the purpose for which the Customer has provided you with access to the Service.

1.7

If the Terms are not acceptable to you, you should immediately cease using the Service.

2.1

In these Terms, unless the context otherwise requires:
Audit Log means the auditable items for a record (including confirmation of signing) made available for a Source File, through use of the Service;
Customer means the customer that has registered to use the SuiteFiles Digital Signing Service or on whose behalf that registration was made;
Intellectual Property includes all copyright, trademarks, designs, patents, domain names, concepts, know-how, trade secrets, logos and all other similar property and rights whether registered or unregistered;
Recipient, you and your means the recipient of a Service Document transmitted by the Customer using the Digital Signing Service;
SaaS Systems means means, as the context permits, the software used by SuiteFiles to provide the Service and/or the equipment on which that software is installed (whether this is SuiteFiles software or equipment or is third party software or equipment);
Service means the SuiteFiles Digital Signing service provided by SuiteFiles to the Customer;
Service Document means a Source File together with the Audit Log for that Source File;
Signed File means any agreement or other file digitally signed using the Service by the Customer and/or the Recipient; and
Source File means any agreement or other document uploaded to the Service by the Customer.

3.1

You must ensure that you are entitled to and have authority to access the Source Files and Service Documents uploaded by the Customer.

3.2

You must keep all login details for the Service confidential and not share your login details with any other person.

3.3

You must not do anything which causes the Customer to breach its agreement with SuiteFiles.

3.4

Where you become aware of a data security breach including but not limited to, the access or disclosure of the Service to a third party other than the Customer where the access or disclosure occurs through by passing the security mechanisms of the SaaS Systems, you will notify SuiteFiles as soon as practicable (within 24 hours).

3.5

You must comply with all applicable laws in your use of the Service including but not limited to, not using or attempting to use the Service:

3.6

SuiteFiles may suspend your access to the Service at any time if SuiteFiles considers it necessary to ensure compliance with these Terms, its agreement with the Customer or any applicable law.

3.7

The Customer may revoke your access to the Service at any time.

3.8

Any personal information you provided to SuiteFiles through use of the Service will be treated in accordance with SuiteFiles Privacy Policy.

3.9

The Customer is solely responsible for its use of the Digital Signing Service. The Customer acknowledges that:

4.1

The Service, and all information on the SuiteFiles’ website is provided on an “as is” basis and all warranties and conditions, either express or implied by statute, common law or otherwise, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose, are excluded to the extent permitted by law.

4.2

The availability of the Service is dependent on factors outside of SuiteFiles control including without limitation, the availability of telecommunications networks and as such, to the extent permitted by law, SuiteFiles makes no warranty that the Service will be available on an uninterrupted or error-free basis.

4.3

To the maximum extent permitted by law, SuiteFiles shall not be liable for any direct, indirect, incidental, special or consequential damages or for any damages whatsoever resulting from loss of profits, revenue, data or use, incurred by you or any third party, whether in contract, tort or otherwise, arising from your access to, or use of, the Service.

5.1

No delay or failure by SuiteFiles to exercise any powers, rights or remedies under these Terms will operate as a waiver of them nor will any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them.

5.2

If any provision of these Terms or its application to any party or circumstance is or becomes invalid or unenforceable to any extent, the remainder of these Terms and its application will not be affected and will remain enforceable to the greatest extent permitted by law.

5.3

You may not assign these Terms, in whole or in part, without SuiteFiles prior written consent, and any assignment without such consent is null and void.

5.4

SuiteFiles reserves the right to assign the benefit of the whole or part of any of its rights under these Terms to any third party.

5.5

Most of your concerns can be resolved quickly and to everyone’s satisfaction by contacting SuiteFiles at support@suitefiles.com. Where SuiteFiles is unable to resolve your concern informally or to your satisfaction, you agree not to initiate proceedings by arbitration or in court unless you have complied with the Dispute Resolution procedure set out in SuiteFiles’ General Terms of Use.

5.6

These Terms are governed by the laws of New Zealand and the parties submit to the non-exclusive jurisdiction of the courts of New Zealand.