This Agreement is intended to explain our obligations as a service provider, and Your obligations as a customer, for the Services.
This Agreement is binding on any use of the Services and applies to You from the time that CricHQ provides You with access to a Service.
CricHQ reserves the right to change the terms of this Agreement at any time, effective upon the posting of a modified agreement and CricHQ will use best endeavours to communicate these changes to You via email or notification via the Website. It is likely this Agreement will change over time. It is Your obligation to ensure that You have read, understood and agree to the most recent agreement available on the Website.
By registering to use the Services You acknowledge that You have read and understood this Agreement and have the authority to act on behalf of any person for whom You are using the Services. You are deemed to have agreed to this Agreement on behalf of any entity for whom You use the Services.
1.1 In this Agreement, the following terms have the following meaning unless the context requires otherwise:
Access Fee means any fee for the Services (excluding any taxes and duties) payable by You in accordance with the fee schedule set out on the Website (which CricHQ may change from time to time on notice to You);
Confidential Information means all information confidential to CricHQ under or in relation to this Agreement (including the Services), whether in writing, electronically or orally, but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party;
CricHQ means CricHQ Limited and all current and future subsidiaries of CricHQ Limited;
Data means any data or information inputted by You or with Your authority, or otherwise, into, or in any way using, the Website or the Services;
Intellectual Property Right means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered;
Services means: (a) the online competition management system, which is owned by CricHQ and made available (as may be changed or updated from time to time by CricHQ) via the Website; and (b) the CricHQ CRM system, which is owned by CricHQ and made available (as may be changed or updated from time to time by CricHQ) via the Website;
Website means the Internet site at the domain [www.crichq.com] or any other site operated by CricHQ; and
You means the person who registers to use the Services and, where the context permits, includes any entity or organisation on whose behalf that person registers to use the Services.
CricHQ grants You the right to access and use the Services via the Website with the particular user roles available to You according to Your subscription type [as set out on the Website]. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement.
3. Your obligations
(a) Where an Access Fee is payable for Your use of the Services, an invoice will be issued in advance of the period to which the Access Fee applies. The Access Fee will cover Your use of the Services for the period specified on the Website. CricHQ will continue invoicing You in advance until this Agreement is terminated in accordance with clause 8.
(b) All invoices will be sent to You, or to a billing contact whose details are provided by You, by email. You must pay or arrange payment of all amounts specified in any invoice by the 20th day of the month following the month in which the invoice was sent to You. You are responsible for payment of all taxes and duties in addition to the Access Fee.
3.2 General obligations
You must only use the Services and Website for Your own lawful internal purposes, in accordance with this Agreement and any notice sent by CricHQ or condition posted on the Website. Where appropriate, You may use the Services and Website on behalf of others or in order to provide services to others but if You do so You must ensure that You are authorised to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.
3.3 Access conditions
(a) You must ensure that all usernames and passwords required to access the Services are kept secure and confidential. You must immediately notify CricHQ of any unauthorised use of Your passwords or any other breach of security and CricHQ will reset Your password and You must take all other actions that CricHQ reasonably deems necessary to maintain or enhance the security of CricHQ's computing systems and networks and Your access to the Services.
(b) As a condition of this Agreement, when accessing and using the Services, You must:
(i) not attempt to undermine the security or integrity of CricHQ's computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;
(ii) not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
(iii) not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
(iv) not transmit, or input into the Services or the Website, any files that may damage any other person's computing devices or software, content that may be offensive, or Data in violation of any law (including Data protected by copyright or trade secrets which You do not have the right to use); and
(v) not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.
3.4 Usage limitations
Use of the Services may be subject to limitations, including but not limited to volumes. Any such limitations will be advised.
You will indemnify CricHQ against all claims, costs, damage and loss arising from Your breach of this Agreement or under any law, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.
4. Confidentiality and Privacy
(a) You will preserve the confidentiality of all Confidential Information obtained in connection with this Agreement. You will not, without the prior written consent of CricHQ, disclose or make any Confidential Information available to any person, or use the same for Your benefit, other than as contemplated by this Agreement.
(b) Your obligations under this clause will survive termination of this Agreement.
(c) The provisions of this clause 4 shall not apply to any information which:
(i) is or becomes public knowledge other than by a breach of this clause;
(ii) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
(iii) is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
(iv) is independently developed without access to the Confidential Information.
5. Intellectual property
(a) Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of CricHQ (or its licensors).
(b) CricHQ hereby grants You a limited, revocable, non-sublicensable licence to reproduce and display CricHQ content (excluding software code) solely for Your personal use (or commercial use where permitted) in connection with viewing the Website and using the Services, and in connection with standard search engine activity or use of a standard internet browser (e.g., for making cache copies). For the avoidance of doubt, the foregoing limited licence: (a) does not give You any ownership of, or any other intellectual property interest in, any CricHQ content; and (b) may be immediately suspended or terminated for any reason, in CricHQ’s sole discretion, and without advance notice or liability.
5.2 Proprietary rights in Data
(a) CricHQ has all ownership rights in the Data as between You and CricHQ. CricHQ hereby grants You a perpetual, irrevocable, non-exclusive, non-transferable license to use such Data for your internal business purposes.
(b) This Agreement includes only narrow, limited grants of rights to CricHQ content and to use and access of the Services and the Website. No right or license may be construed, under any legal theory, by implication, estoppel, industry customer or otherwise. All rights not expressly granted to You are reserved by CricHQ and its licensors and other third parties. Any goodwill that is created in connection with Your use of CricHQ content or the Services or Website inures to CricHQ. Any unauthorised use of any CricHQ content or the Services or Website is prohibited.
6. Warranties and acknowledgements
You warrant that where You have registered to use the Services on behalf of another person, You have the authority to agree to this Agreement on behalf of that person and agree that by registering to use the Services You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of this Agreement, without limiting Your own personal obligations under this Agreement.
You acknowledge that:
(a) You are authorised to use the Services and the Website and to access the Data that You input into the Website for the term of your use of the Services and the Website.
(b) CricHQ has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) You agree that:
(i) You are responsible for ensuring that You have the right to do so;
(ii) You are responsible for authorising any person who is given access to Data, and You agree that CricHQ has no obligation to provide any person access to such Data without Your authorisation and may refer any requests for information to You to address; and
(iii) You will indemnify CricHQ against any claims or loss relating to:
(A) CricHQ's refusal to provide any person access to the Data in accordance with this Agreement; and
(B) CricHQ’s making available Data to any person.
(c) The provision of, access to, and use of, the Services is on an "as is " basis and at Your own risk.
(d) CricHQ does not warrant that the use of the Services or access to the Website will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Services and the Website, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services or Access to the Website. CricHQ is not in any way responsible for any such interference or prevention of Your access to, or use of, the Services and/or the Website.
(e) It is Your sole responsibility to determine that the Services meet Your needs and are suitable for the purposes for which they are used.
6.3 No warranties
CricHQ gives no warranty about the Services. Without limiting the foregoing, CricHQ does not warrant that the Services will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied terms, conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
6.4 Consumer guarantees
To the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect consumers in any jurisdiction does not apply to the supply of the Services, the Website or this Agreement.
7. Limitation of liability
7.1 Subject to clause 7.2 below, to the maximum extent permitted by law, CricHQ excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Services or Website.
7.2 If You suffer direct loss or damage as a result of CricHQ's negligence or failure to comply with this Agreement, any claim by You against CricHQ arising from CricHQ's negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous 12 months.
8.1 No-fault termination
This Agreement will continue for the period covered by the Access Fee paid or payable under clause 3.1. At the end of each billing period this Agreement will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee when due, unless either party terminates this Agreement by giving notice to the other party at least 30 days before the end of the relevant payment period. [If You terminate this Agreement You shall be liable to pay all relevant Access Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of this Agreement.] [Note: To amend depending on whether the yearly payments will be prepaid.]
(i) You breach any of the terms in this Agreement (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
(ii) You breach any of the terms in this Agreement (including, without limitation, by non-payment of any Access Fees) and the breach is incapable of being remedied; or
(iii) You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,
CricHQ may take any or all of the following actions, at its sole discretion:
(iv) terminate this Agreement and Your use of the Services and the Website;
(v) suspend, for any definite or indefinite period of time, Your use of the Services and the Website;
(vi) suspend or terminate access to all or any Data.
(b) For the avoidance of doubt, if payment of any invoice for Access Fees is not made in full by the relevant due date, CricHQ may suspend or terminate Your use of the Services.
8.3 Accrued rights
Termination of this Agreement is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:
(a) remain liable for any accrued charges and amounts which become due for payment before or after termination; and
(b) immediately cease to use the Services and the Website.
9.1 Relationship of parties
Nothing expressed or implied in this Agreement will be deemed to constitute either party as the partner, agent, or joint venturer of the other party.
9.2 Entire agreement
If either party waives any breach of this Agreement, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Neither party will be liable for any delay or failure in performance of its obligations under this Agreement to the extent the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
9.5 No assignment
You may not assign or transfer any rights or obligations under this Agreement to any other person without CricHQ's prior written consent.
9.6 Governing law and jurisdiction
This Agreement is governed by, and will be construed in accordance with, the laws of New Zealand. Each party irrevocably submits to the exclusive jurisdiction of the New Zealand courts for the purpose of hearing and determining all disputes under or in connection with this Agreement.
If any part or provision of this Agreement is invalid, unenforceable or in conflict with any law, that part or provision is deemed to be replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
Any notice given under this Agreement by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to CricHQ must be sent to email@example.com or to any other email address notified by email to You by CricHQ. Notices to You will be sent to the email address which You provided when setting up Your access to the Services.
9.9 Rights of Third Parties
A person who is not a party to this Agreement has no right to benefit under or to enforce any term of this Agreement.