These Terms and Conditions ("Terms") govern your use of Formova's products and services ("Services"). By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not use our Services.
1. Definitions
2. Use of Services
2.1 Eligibility
To access our Services, you must be at least 18 years old and capable of forming a binding contract. By using the Services, you represent and warrant that you meet these requirements.
2.2 User Accounts
Clients are responsible for all activity under their user accounts and must ensure that all information provided to Formova is accurate and up to date.
2.3 License to Use
Formova grants the Client a non-exclusive, non-transferable, revocable license to use the Services, subject to these Terms. Clients must not:
3. Fees and Payment
3.1 Fees
The Client agrees to pay all applicable fees for Services as agreed in writing. Fees are non-refundable unless otherwise stated.
3.2 Invoicing and Late Payment
Invoices are payable within the period specified in the invoice. Failure to pay on time may result in suspension of Services.
3.3 Taxes
The Client is responsible for any taxes associated with the use of the Services, excluding Formova's income taxes.
4. Intellectual Property
4.1 Ownership
Formova retains all rights, title, and interest in and to the Services, including all software, trademarks, and related intellectual property. Nothing in these Terms transfers any such rights to the Client.
4.2 Client Content
The Client retains ownership of its Content. By using the Services, the Client grants Formova a limited license to use the Content solely to provide and improve the Services.
4.3 Feedback
Any feedback provided by the Client may be used by Formova without obligation, for the purpose of improving the Services.
5. Confidentiality and Privacy
5.1 Confidential Information
Each party agrees to keep confidential any proprietary or confidential information disclosed by the other party, including technical, financial, and business information.
5.2 Privacy
Formova complies with applicable privacy laws and will not disclose Client Content or personal information to third parties without consent, unless required by law.
6. Data Security and Backups
6.1 Security Measures
Formova implements industry-standard security measures to protect the integrity and availability of Client Content.
6.2 Data Loss
While Formova performs regular backups, the Client is responsible for maintaining their own backups. Formova is not liable for loss of data.
7. Third-Party Services
The Services may integrate with third-party software. Formova is not responsible for third-party services and disclaims any liability arising from their use.
8. Branding and Customization
If the Client purchases white-labelling services:
9. Warranties and Disclaimers
9.1 No Warranty
Formova provides the Services "as is" and disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.
9.2 Availability
Formova aims for high service availability but does not guarantee uninterrupted or error-free operation.
10. Limitation of Liability
To the fullest extent permitted by law:
11. Indemnification
The Client agrees to indemnify and hold harmless Formova, its officers, directors, employees, and affiliates from any claims, damages, losses, or legal fees arising from the Client’s use of the Services or violation of these Terms.
12. Suspension and Termination
12.1 Termination by Client
The Client may terminate Services at any time with written notice. No refunds will be given for pre-paid fees.
12.2 Termination by Formova
Formova may suspend or terminate access to Services if:
12.3 Effect of Termination
Upon termination:
13. Modifications to Terms
Formova may update these Terms from time to time. Notice will be given via the Services or by email. Continued use of the Services constitutes acceptance of the updated Terms.
14. Governing Law and Jurisdiction
These Terms are governed by the laws of New Zealand. Any disputes will be resolved in the courts of New Zealand.
15. General
15.1 Entire Agreement
These Terms constitute the entire agreement between the Client and Formova and supersede all prior agreements.
15.2 Waiver and Severability
If any part of these Terms is held invalid, the remaining provisions will continue in full force. Failure to enforce any provision shall not constitute a waiver.
15.3 Assignment
The Client may not assign or transfer rights under these Terms without written consent. Formova may assign these Terms without restriction.
15.4 Force Majeure
Formova shall not be liable for delays or failures due to events beyond its reasonable control.