Welcome to Matricle. This Agreement contains the terms and conditions that govern your acquisition and use of Matricle services. If you register for a free trial of Matricle Services, this Agreement will also govern that free trial.
PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, AND/OR OTHERWISE USING MATRICLE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE PLATFORM OR SERVICES.
Matricle may change these Terms at any time. Matricle will make every effort to communicate these changes to you via email or notification via the Website. It is your obligation to ensure that you have read, understood and agree to the most recent Terms available on the Website.
These Terms were last updated in September 2022.
1.1. The following definitions and rules of interpretation apply in this Agreement.
Agreement or Term: this Agreement and includes any notices, policies, guidelines or conditions sent to You by Matricle or posted on the Website.
Matricle, We, Our or Us: the Matricle entity you contract with and pay fees to based on the edition of the Matricle product you’re using.
Subscriber, You or Your: the person or the company or other legal entity who is identified as the Subscriber.
Matricle Services: the Website, System, Content, Platform and all content, services and/or products available on or through the Platform.
Free Trial：temporary access for the purposes of trying out the Web Site and Matricle Services in accordance with any selected Plan without paying a Fee.
Subscription Plan: the modules selected by you which determines the extent and type of Service provided.
Subscription Fees: the monthly fee (excluding any taxes and duties) payable by you for Matricle Services and your subscription plan.
Subscription Term：the initial period (monthly or annual) for which you agree to subscribe to Matricle Services and for which you agree to prepay the Subscription Fees, together with each subsequent Renewal Period (unless terminated earlier in accordance with the Terms of this Agreement).
Renewal Date：the date (monthly or annual) on which Your subscription renews.
Renewal Period：the period for which You agree to subscribe to Matricle Services and for which You agree to prepay the Subscription Fees (either monthly or annually).
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, Database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Data: any data inputted by You or with Your authority into the Website and Matricle Service.
Website: the Internet site at the domain www.matricle.com or any other site operated by Matricle solutions limited.
1.2. Clause, Schedule, and paragraph headings shall not affect the interpretation of this Agreement.
1.3. Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.
Matricle grants You the right to access and use Matricle Service via the online platform/website according to your Subscription Plan. This right of use is non-exclusive, subject to these Terms and any applicable written Agreement between You and Us, and any other applicable laws. Your use of Matricle Service and Website in your jurisdiction is at your own risk. You confirm that you have complied with all laws applicable to you when using Matricle Service and Website.
3.1. Payment obligations
a. Your Subscription Plan commences when you select Matricle Service modules you require and submit your billing details. Your first month’s Subscription Fees are due in full upon commencement of the Subscription Plan.
b. You authorize Matricle to invoice and receive payment from You in advance for Subscription Fees on a monthly/annual basis until You terminate your Subscription Plan and cease to use Matricle Service. You agree to pay any subscription fees incurred during the time that Matricle Service is used or subscribed to, including for any additional modules of Matricle Service that you select during the term of your use. This obligation to pay the Subscription Fees incurred by you survives the termination of your use of Matricle Service.
c. All Matricle invoices will be sent to You by email. You must pay or arrange payment of all amounts specified in any invoice within five days of the invoice date. You are responsible for payment of all applicable taxes and duties in addition to the Subscription Fees.
d. If any invoiced amount remains unpaid after the payment due date, then Matricle may charge You late payment interest calculated at a daily rate of 4% (per annum above the ASB Bank Auckland base rate from time to time).
e. As part of providing payment information, You consent for the selected method of payment, and that information provided, to be stored and used for processing future scheduled or unscheduled payments due to Matricle under these Terms.
3.2. Variations to Subscription Fees: the Subscription Fees will remain fixed during the initial period of Your Subscription Term or the relevant Renewal Period (as applicable). Matricle reserves the right to increase the Subscription Fees for Matricle Services on 30 days’ written notice to You with any such increase to then take effect on the first Renewal Date following the end date of such notice period.
3.3. General obligations: You are solely responsible for your use of Matricle Services and Website and for Your Data and for ensuring at all times that Your use of Matricle Services and Website and Your Data and content is compliant with applicable laws and regulations. You must only use Matricle Services and Website for Your own lawful internal business purposes, in accordance with these Terms and any notices, policies, guidelines or conditions sent to You by Matricle or posted on the Website.
3.4. Access conditions: You must ensure that all usernames and passwords required to access Matricle Services are kept secure and confidential. You must immediately notify Matricle of any unauthorized use of Your passwords or any other breach of security and Matricle will reset Your password and You must take all other actions that Matricle reasonably deems necessary.
When accessing and using Matricle Services, You must:
a. not attempt to undermine the security or integrity of Matricle’s computing systems or networks or, where Matricle Services are hosted by a third party, that third party’s computing systems and networks;
b. not use, or misuse, Matricle Services in any way which may impair the functionality of Matricle Services or Website, or other systems used to deliver Matricle Services or impair the ability of any other user to use Matricle Services or Website;
c. not attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to access the computer system on which Matricle Services are hosted;
d. not transmit, or input into the Website, any files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law;
e. not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver Matricle Services or to operate the Website except as permitted by law;
f. not use or permit the use of Matricle Services for the business of any other entity or individual.
4.1. Each party undertakes that it shall not at any time during this Agreement disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party or of any member of the group of companies to which the other party belongs, except the prior written consent.
4.2. Each party may disclose the other party's confidential information:
a.to its employees, officers, representatives, or advisers who need to know such information for the purposes of carrying out the party's obligations under this Agreement. Each party shall ensure that its employees, officers, representatives, or advisers to whom it discloses the other party's confidential information comply with this clause; and
b.as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.
4.3. No party shall use any other party's confidential information for any purpose other than to perform its obligations under this Agreement.
4.4. Each party’s obligations under this clause will survive termination of these Terms.
Matricle maintains a privacy policy at https://www.matricle.com/privacy-policy/ that sets out the parties’ obligations in respect of the collection, use, and disclosure of personal information. Acceptance of these Terms also constitutes acceptance of the Matricle Privacy Policy.
6.1. Title to, and all Intellectual Property Rights in Matricle Services, the Website and any documentation relating to Matricle Services remain the property of Matricle.
6.2. Ownership of Data: We have no Intellectual Property Rights in Your Data other than to hold and make it available for the purposes contemplated by these Terms or for which it was provided.
6.3. Backup of Data: You must maintain copies of all Data inputted into Matricle Services. Matricle adheres to its best practice policies and procedures to prevent Data loss, including creating periodic backups of Data, but Matricle does not make any guarantees that there will be no loss or corruption of Data. Matricle expressly excludes liability for any loss or corruption of Data, no matter how caused.
7.1. Modifications by You to Your subscription: Changing Your Subscription Plan by reducing the modules You subscribe to may cause loss of content, features, or capacity of Matricle Services You receive, and Matricle does not accept any liability for losses arising as a direct or indirect consequence of this. The change to Your subscription will then take effect on that Renewal Date.
7.2. No-fault termination: The Subscription Term will renew automatically at the end of the initial period of Your Subscription Term, unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the initial subscription period or the relevant Renewal Period (as applicable).
7.3. Overdue: Subscription Fees are paid in advance, however in the event that Your account becomes overdue this must be settled within five days otherwise Matricle reserves the right to suspend Your subscription and Your rights to access Matricle Services, Website and Data and to charge a reactivation fee to reinstate Your account.
7.4. Breach: If You:
a. breach any of these Terms and do not remedy the breach within 30 days after receiving notice of the breach if the breach is capable of being remedied;
b. breach any of these Terms and the breach is not capable of being remedied; or
c. You are declared bankrupt or You become bankrupt, insolvent, or You go into liquidation or a receiver or manager is appointed over any of Your assets, or You make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction, then Matricle may take any or all of the following actions, at its sole discretion:
i. terminate this Agreement and Your right to access and use Matricle Services and the Website;
ii. suspend, for any definite or indefinite period of time, Your right to access and use of Matricle Services and the Website;
iii. suspend or terminate Your access to any or all Data through the Website; or
iv. delete Your Data in accordance.
7.5. Accrued Rights:
Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination.
7.6. Refund Policy: Matricle does not provide refunds if You decide to stop using Matricle Services and accessing the Website during Your Subscription Term, unless for your first 30 days.
8.1. Data: You represent and warrant that You have obtained all necessary consents and are otherwise authorised to input or upload the Data that You input or upload to the Website, including any Data inputted or uploaded to the Website by any Invited User or by a Matricle Partner on Your behalf; and You are similarly authorised to access the processed Data that is made available to You through Your use of the Website and Matricle Services, in each case, whether the inputted or uploaded Data is Your own or that of anyone else.
8.2. Rights of third parties: You acknowledge and agree that Matricle has no responsibility to any person other than You.
8.3. Acknowledgements and disclaimers: You acknowledge and agree that Matricle gives no warranty about Matricle Services and Website and, without limiting the foregoing:
a. The provision of, access to, and use of, Matricle Services and the Website is on an “as is” basis and at Your own risk.
b. Matricle does not warrant that the use of Matricle Services or the Website will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing Matricle 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 Matricle Services and the Website. Matricle is not in any way responsible for any such interference or prevention of Your access or use of Matricle Services.
c. Matricle does not warrant that Matricle Services or the Website will meet Your requirements or that Matricle Services or the Website will be suitable for any particular purpose. It is Your sole responsibility to determine that Matricle Services and the Website meet the needs of Your business and are suitable for the purposes for which they are used.
d. You remain solely responsible for complying with all applicable accounting, tax and other laws. It is Your responsibility to check that storage of and access to Your Data via the Website will comply with laws applicable to You (including any laws requiring You to retain records).
e. You are solely responsible for assessing the correct taxes you should charge Your customers.
9.1. Indemnity: You indemnify Matricle against all Losses that Matricle incurs arising out of or in connection with:
a. Your breach of any of these Terms;
b. any claims of tax authorities of any country, state, province or other jurisdiction in relation to the taxes levied on sales to Your customers; and/or
c. any third-party claims against Matricle relating to Your Data or otherwise to Your use of Matricle Services or Website or any third-party app (or other third party product).
9.2. Limitation of liability: MATRICLE 'S LIABILITY TO YOU UNDER ANY PROVISIONS OF THIS AGREEMENT FOR DAMAGES FINALLY AWARDED SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID HEREUNDER BY YOU TO MATRICLE. IN NO EVENT SHALL MATRICLE BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF USE, LOSS OF PROFITS, OR INTERRUPTION OF BUSINESS, HOWEVER CAUSED OR ON ANY THEORY OF LIABILITY.
10.1. Technical Problems: In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting Matricle. Matricle is entitled to charge if Matricle reasonably considers You have made excessive use of the support services or for support services that do not relate to technical queries associated with responding and correcting (if possible) any defect, error or bug in Matricle Services.
10.2. Service availability: Whilst Matricle intends that Matricle Services should be available 24 hours a day, seven days a week, it is possible that on occasions Matricle Services or Website may be unavailable. If for any reason Matricle has to interrupt Matricle Services for longer periods than Matricle usually anticipates, Matricle will use reasonable endeavors to publish in advance details of such activity on the Website. Matricle will have no liability to You for unavailability of Matricle Services.
11.1. Entire agreement: These Terms, together with the Matricle Privacy Policy, and the terms of any other notices or instructions given to You under these Terms constitute the entire agreement between the parties and supersede all prior communications, representations, agreements or understandings, either verbal or written, between the parties with respect to the subject matter of this Agreement.
11.2. Waiver: A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
11.3. No Assignment: You may not assign, pledge or transfer any rights, duties or obligations to any other person except with the previous written consent of Matricle.
11.4. Governing law: This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of New Zealand.
11.5. Severability: If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision that, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
11.6. Notices: All notices required or permitted by this Agreement shall be in writing and in the English language by email and will be deemed to have been given on transmission unless an electronic error message is received by the sender. Notices to Matricle must be sent to [email protected]. Notices to You will be sent to the email address(es) on record in our account information for You.