1. Right to use Haggle
1.1 Access: We will provide you with access to Haggle in accordance with these Terms. You may use Haggle by logging onto a valid account using your real identify and true details. Your right to use is limited in accordance with the subscription type you have purchased.
1.2 Nature of access: Your right to access and use Haggle is non-exclusive, non-transferable, and subject to these Terms. You do not obtain the right to run any software on your own computer or any right to view or access the source or object code of any software used to provide the Service.
1.3 Haggle will change: We may amend, update, and/or modify Haggle at any time in our discretion. If you have paid in advance for a fixed term subscription and we make a change that materially diminishes the Service provided to you, we will email you 30 days before the change occurs.
1.4 No joint accounts: Each individual or organisation using Haggle must register as a separate user. No joint accounts are permitted. You must not sub-licence or permit any other party (including any Related Company) to exercise your rights under these Terms without our prior consent.
1.5 Use on behalf of your company: Where you use Haggle on behalf of a company, you are binding both yourself personally and your company to these terms.
1.6 Free trials: If we provide you with access to Haggle as a free trial, either for a defined number of Contractual Documents or time period, your right to use Haggle expires once you reach that limit.
1.7 Our responsibilities: We are responsible for maintaining, in accordance with good industry practice, the computing infrastructure and software needed to provide you with access to Haggle as set out in these Terms. That includes providing appropriate patch and vulnerability management of that infrastructure and software. Haggle is not responsible for providing or maintaining internet connectivity to enable you to use the Services
2. Changes to these terms
2.1 Terms may change: We may change these terms at any time by posting a revised version on our website. If you are a paying subscriber and we make a change likely to have a material negative impact on you, we will also email you a copy of the revised terms.
2.2 Subscribers: If you have paid for a fixed term subscription, we will give you 30 days notice of any change that will have a material negative impact on you and allow you to terminate your subscription within that 30 day period. If your subscription renews or you use Haggle after that 30 day period you are agreeing to the revised terms.
2.3 Other users: If you have not paid for a fixed term subscription, the revised terms will apply from the date they are posted on the website. If you continue to use Haggle after this date, you are agreeing to the revised terms.
3. Intellectual Property
3.1 Haggle: All Intellectual Property in Haggle (including all software and all materials included in the Website and App) and any modifications to it over time are owned or licensed by us.
3.2 Contractual Documents: We also own the Intellectual Property in all Contractual Documents. We give you a licence to use each Contractual Document as set out in the Haggle Document Licence.
3.3 Customer Data: You own any of the Customer Data you store in Haggle. You grant us a worldwide, non-exclusive, royalty free, sub-licensable, irrevocable licence to use, copy, modify, make available and communicate your Customer Data for any purposes in connection with the provision of the Services and/or the operation and development of Haggle.
3.4 Third party claims against you: We agree to defend you against any third party claim alleging that your use of Haggle in accordance with these Terms infringes the copyright of any third party and pay final damages awarded or any agreed settlement. However, you must provide us with all reasonable cooperation to carry out such defence and not unreasonably withhold or delay your consent to any settlement agreement.
3.5 Third party claims against us: You agree to defend us against any third party claim alleging that our use of your Customer Data in accordance with these Terms infringes the copyright of any third party and pay final damages awarded or any agreed settlement. However, we must provide you with all reasonable cooperation to carry out such defence and not unreasonably withhold or delay your consent to any settlement agreement.
3.6 Mitigation: Each party must mitigate its loss in respect of any third party claims subject to the obligations in clauses 3.4 or 3.5.
4. How to use Haggle
4.1 Acceptable use: You must not use Haggle for any illegal purpose or activities, or for the transmission or storage of material which is unlawful, defamatory, harassing, invasive of any individual’s privacy, abusive, harmful, threatening, vulgar, pornographic, obscene, otherwise objectionable, or offends religious sentiments, promotes racism, or contains viruses or that which may infringe the Intellectual Property of any third party.
4.2 Internal use: You may only use Haggle for your internal business purposes or for transactions between your business and third parties. You must not re-sell access to Haggle without our permission.
4.3 Specific restrictions: You must:
a. not attempt to undermine the security or integrity of our computing systems or networks or, where any part of Haggle is hosted by a third party, that third party's computing systems and networks;
b. not use Haggle in any way which may impair its functionality or availability to other users;
c. not attempt to view, access or copy any materials or data other than those which relate to you and which you are authorised to access;
d. not transmit, or input into Haggle, any files that may damage any other person's computing devices or software;
e. not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver Haggle, the App or operate the Website (except as is strictly necessary to use either of them for normal operation) nor communicate the same to any person nor directly or indirectly allow or cause a third party to do so; and
f. notify us if you become aware that a person may have unauthorised access, possession or use of any part of Haggle.
4.4 Consequences: If you fail to pay any amount owed to us by the due date or if we believe on reasonable grounds that you have breached any provision of these Terms, we may:
a. limit or suspend your access to Haggle or any part of Haggle;
b. terminate these Terms with you immediately by notice in writing; and/or
c. delete, edit or remove any material or information, including your Customer Data.
5.1 Advance payment: You must pay any Fees to us in advance. If you wish to upgrade your subscription type, you must pay the additional Fees applicable to the new subscription type prior to being granted access.
5.2 Changes to Fees: We may change the Fees at any time. We may decrease the Fees immediately. If we increase the Fees for a fixed term subscription period you have already committed to we must provide you at least 30 days notice and allow you to terminate within that 30 day period without paying any additional early termination fees.
5.3 Invoicing: We must provide you an electronic invoice for the Fees. You must pay invoices within 7 days of the date of invoice or before the first day of the period to which the invoice relates, whichever is earlier (“Due Date”).
5.4 Non-refundable: All Fees are non-refundable and if these Terms are terminated prior to the scheduled expiry date for any reason, no portion of the Fees will be repaid to you.
5.5 Taxes: All amounts payable under these Terms by you (including the Fees):
a. do not include any Sales Tax which, if applicable and if we are required to account for must be paid by you in addition to such amounts; and
b. must be paid gross without deduction of any withholding taxes and, if subject to any withholding taxes, you must ensure that such sum is paid to us as will after deduction of any withholding tax, be equivalent to the amounts due.
6.1 Mutual Confidentiality: Each of us must preserve the confidentiality of any Confidential Information of the other party obtained in connection with these Terms. You must only use our Confidential Information for the purpose for which it is disclosed. Each party’s obligation under this clause 6 will survive termination of these Terms.
6.2 Exceptions: Clause 6.1 will not apply to any information which:
a. is or becomes public knowledge other than through a breach of these Terms;
b. is received from a third party who lawfully acquired it and who is under no obligation regarding its disclosure;
c. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
d. is required to be disclosed by applicable law; or
e. you agree to disclose to the other party you are negotiating an agreement with via Haggle.
6.3 Customer Data: We must treat all Customer Data as Confidential Information and protect it in accordance with our obligations in clauses 6.1 and 6.2.
6.4 Backups of Customer Data: While we will take standard industry measures to back up all Customer Data and Contractual Documents stored in Haggle, you agree to keep a separate back-up copy of all Contractual Documents.
7. Customer Data and privacy
7.2 Processing as agent: We will process personal information included in your Customer Data on your behalf and in accordance with the instructions you provide us through your use of Services. For the purposes of the Privacy Act 1993, we process this personal information as your agent. You agree to only use Haggle to process personal information in accordance with the Privacy Act 1993 and any other applicable privacy laws, including by obtaining the consent of any third parties before inputting their personal information into Haggle.
7.4 Data Breach: If we become aware of any unauthorised access, disclosure or use of your Customer Data ( Data Breach ), we must promptly notify you once we have sufficient information to understand the nature of the Data Breach. We must cooperate with you and the relevant authorities to investigate the Data Breach and use reasonable efforts to resolve it and mitigate the negative impact on you.
8.1 No legal advice: Haggle is a tool designed to help create, negotiate, agree and manage legal documents more efficiently. Neither Haggle nor any Contractual Document obtained using Haggle is intended to be a substitute for legal advice. We recommend you obtain independent legal advice on any Contractual Document created using Haggle before agreeing to it. You should provide both the Contractual Document and the commercial positions agreed with the other party to your lawyer.
8.2 Business purposes: You must not use Haggle for non-business purposes, and accordingly the Consumer Guarantees Act 1993 does not apply.
8.3 Beta tool: Haggle is a beta tool made available “as is”. We do not make any warranty that Haggle or any Contractual Document meets your particular requirements, is fit for purpose, that use of Haggle will be uninterrupted or error free. All warranties under the Sale of Goods Act 1908 are excluded.
8.4 Responsibility for use: You also acknowledge that Haggle is a tool that enables the exchange of positions and negotiation of Contractual Documents. You agree that we will not be liable to you for any commercial consequences of information you choose to disclose to other parties when using Haggle.
8.5 Exceptions: Clause 8.6 does not apply to wilful default, personal injury or death caused by negligence, or either party's obligations under clauses 3.4, 3.5 or 6.
8.6 Liability Cap: Your liability to us and our liability to you, for all claims arising out of or in connection with Haggle or these Terms, is limited to the greater of: (i) NZD $100; or (ii) 125% of the total Fees actually paid by you in the 12 months before the liability arose.
8.7 Indirect loss: Neither party is liable for any indirect or consequential loss or any loss of profit.
8.8 Time bar: If you wish to bring a claim against us, you must notify us of that claim within 12 months of the event giving rise to that claim being reasonably discoverable.
8.9 Force Majeure or your action. We will not be liable to you for any failure to comply (or delay in complying) with these Terms to the extent caused by:
a. events beyond our reasonable control; or
b. your acts or omissions.
9.1 Rights of third parties: No person other than you or us has any right to a benefit under these Terms or will have any right to enforce these Terms.
9.2 Waiver: All of our rights will remain in full force despite any delay in enforcement.
9.3 Assignment: Subject to clause 9.4, neither party may assign or purport to assign (whether in whole or in part) its interest under these Terms without the prior written consent of the other party.
9.4 Permitted assignment: Either party may assign its rights and obligations under these Terms: (i) to a Related Company provided it is of a similar financial standing; or (ii) to a third party as part of the sale of all or a significant part of its business or assets. If you assign under this clause you must give us 30 days’ notice in writing.
9.5 Entire agreement: These Terms express the entire agreement between you and us. There has been no representation made by either party to the other except as expressly set out in this document.
9.6 Notices: Any notice to be given pursuant to these Terms must be in writing addressed to the party to whom it is given and left at or sent by e-mail to the address of that party as it may from time to time notify to the other and will be deemed to be served on the day so left or transmitted by e-mail.
9.7 Severability: If any provision of these Terms is, or becomes, unenforceable, illegal or invalid for any reason, these Terms will remain in full force apart from that provision which will be deemed deleted.
9.8 Governing Law and Jurisdiction: These Terms and your use of Haggle will be governed by the laws of New Zealand. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of New Zealand.
App means the application delivered over the Website and/or the Haggle mobile phone app, if any.
Confidential Information means all information (whether that information is oral, written or embodied in any other physical or electronic form) which is obtained directly or indirectly from another party under or in connection with these Terms, and which is marked or stated to be confidential or which by its nature is reasonably intended to be confidential.
Contractual Document means any document created through the use of Haggle.
Customer Data means any information you input into Haggle.
Fees means the charges payable by you (if any) as set out on the Website from time to time.
Haggle means the contract creation, negotiation and management tool made available through the Website and the App.
Intellectual Property means any and all intellectual and industrial property rights throughout the world including rights in respect of, or in connection with: copyright (including future copyright and rights in the nature of, or analogous to, copyright); trade marks; inventions (including patents); any confidential information; service marks; designs; and whether or not existing now and whether or not registered or registrable and includes any right to apply for the registration of those rights and includes all renewals and extensions.
Related Company has the meaning given to it in the Companies Act 1993.
Sales Tax means goods and services tax, value added tax or equivalent tax payable under any applicable law.
Services means providing you with access to Haggle as set out in these Terms and any other services we agree to provide to you.
Website means the site found at https://haggle.legal
We, our, us, means Haggle Limited, a New Zealand company (company number: 7107713).
You and your mean the individual or company who has registered to use Haggle and been accepted as a user by us.