SpamDunk Ltd Terms & Conditions

These Terms & Conditions apply to the material on this website and to all products and services offered by SpamDunk Ltd ("SpamDunk", "we", "us", "our"). "You" and "your" refer to any user of products and/or services offered by SpamDunk ("The Service"). "Systems" refers to the communication equipment, computer resources and the data stored on them.

By using The Service, you accept and agree to these Terms and Conditions.

  1. Changes
    1. SpamDunk is entitled to at anytime change/update:
      1. these Terms and Conditions; and
      2. any of The Service.
    2. SpamDunk will advise you of any such changes and by continuing to use The Service following such notification you will be deemed to have accepted them.
  2. Your obligations and responsibilities You agree to the following:
    1. You shall ensure that:
      1. The Service acquired by you is used only for your personal or your legitimate business purposes;
      2. anyone using The Service acquired by you is aware of and complies with these Terms and Conditions;
      3. no part of The Service acquired by you is transferred (by any means) to any third party;
      4. all information provided by you or on your behalf to SpamDunk is accurate, current and complete; and your account ID, login ID, username and password are secure;
    2. You are responsible and liable for any authorised or unauthorised use of The Service acquired by you;
    3. You shall inform SpamDunk as soon as you become aware of any unauthorised or suspicious activity relating to use of The Service, or if you believe the security of your account has been compromised in any way;
    4. You shall pay for The Service within 7 days of being invoiced ("Payment Date"). You must pay interest on any amounts remaining unpaid after the Payment Date at the rate of 2.5% interest per month. You must pay all costs and expenses (including legal and/or debt collection agency costs) we incur in enforcing or attempting to enforce our rights under this clause.
    5. You shall immediately inform SpamDunk in writing of any variation in users of The Service.
  3. No warranties
    1. In relation to The Service, SpamDunk excludes to the extent permitted by law, all warranties, terms and conditions (including without limitation, warranties and conditions as to fitness for purpose and merchantability), whether express or implied by statute, common law or otherwise.
  4. Limitation of liability
    1. SpamDunk and Marshal shall not be liable for indirect, special, incidental or consequential damages under any circumstances whatsoever. In addition, Marshal and SpamDunk shall not be liable for incidental, consequential, indirect, special or punitive damages of any kind, or for loss of revenue, loss of business, loss of data, or other financial loss arising out of or in connection with the sale, installation, use, performance, failure or interruption of SpamDunk or Marshal’s Software or services.
  5. Intellectual property
    1. "Intellectual Property Rights" shall mean any of SpamDunk’s or Marshal's patents, trademarks, trade names, inventions, discoveries, improvements, processes, formulae, technology, data, copyrights, database rights, design rights, domain names, Confidential Information, know-how or trade secrets and any other intellectual property rights owned or used or enjoyed by SpamDunk or Marshal or any of its affiliated companies existing in the Territory or elsewhere, whether registered or unregistered, relating to the design, manufacture, programming, operation or support of the Software or Marshal's and SpamDunk’s businesses.
    2. You acknowledge that SpamDunk and/or Marshal are the sole owner/s of all rights (including intellectual property rights) in The Service.
    3. You shall not, nor may you permit any other person to:
      1. copy, alter, modify, reproduce, reverse assemble, reverse compile or enhance The Service;
      2. alter, remove or tamper with any trademarks, any patent or copyright notices, or any confidentiality, proprietary or trade secret, legend or notice, or any numbers, or other means of identification used on or in relation to The Service;
      3. make The Service available to any person other than your employees without our prior written consent; or
      4. do any act that would or might invalidate or be inconsistent with our intellectual property rights
    4. You shall, at our expense, take all such steps as we may reasonably require to assist us to maintain the validity and enforceability of our intellectual property rights.
    5. You shall notify us of any actual, threatened or suspected infringement of our intellectual property rights and of any claim by any third party that any use of The Service infringes any rights of any other person, as soon as that infringement or claim comes to your notice. You shall, at our expense, do all such things as may reasonably be required by us to assist us in pursuing or defending any proceedings in relation to any such infringement or claim.
    6. You shall indemnify us against any losses, costs, expenses, demands or liability whether direct, indirect, consequential or otherwise, and whether arising in contract, tort (including in each case negligence), or equity or otherwise, arising out of a claim by a third party alleging infringement of that third party's intellectual property rights if such claim arises from infringement, suspected infringement or alleged infringement due to a breach by you of these Terms and Conditions.
  6. Confidential information
    1. "Confidential Information" shall mean any proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, pricing and packaging (including GB pricing model), finances or other business information, which has been maintained in confidence by a Party and is disclosed to the other Party hereunder, directly or indirectly in writing, orally, by drawings, by inspection, or in any other form or by any other means.
    2. You acknowledge that information disclosed to you by us in relation to The Service is Confidential Information.
    3. You may not use or disclose any Confidential Information other than:
      1. to your employees to the extent necessary; or
      2. with our express prior written consent; or
      3. to your professional advisers.
    4. You agree to implement such security arrangements as may be necessary to ensure that the secrecy of the Confidential Information is preserved.
    5. You shall indemnify us against any losses, costs (including solicitor and client costs), expenses, demands or liability whether direct, indirect, consequential, or otherwise and whether arising in contract, tort (including in each case negligence), or equity or otherwise incurred as a result of any unauthorised disclosure or use of the Confidential Information by you or anyone acquiring such Confidential Information from you.
    6. By providing you with an account ID, login ID or username, SpamDunk does not relinquish any rights to the account ID, login ID or username, and your use of them shall not create any rights to them.
  7. Termination
    1. Subject to these Terms and Conditions, you must give us at least 7 days notice ("Notice Period") in writing to terminate The Service being supplied to you.
    2. We are entitled to immediately terminate The Service being supplied to you by giving notice in writing to you ("Notice of Termination") based on:
      1. a breach by you of these Terms and Conditions that is incapable of remedy; or
      2. your failure to remedy a breach of these Terms and Conditions that is capable of remedy, within 7 days of written notice of that breach having been given to you; or
      3. the commencement of your liquidation or insolvency (except for the purposes of solvent amalgamation or reconstruction) or the appointment of a receiver, statutory manager or trustee of your property or an assignment for the benefit of your creditors or execution being levied against you or your compounding or compromising with your creditors or being unable to pay your debts in the ordinary course of business,
    3. On termination, SpamDunk will discontinue delivery of The Service to you and remove all data connected with such The Service from its Systems.
  8. General
    1. These Terms and Conditions and any agreement arising out of them shall be governed by New Zealand law, and the parties submit to the non-exclusive jurisdiction of the courts of New Zealand.
    2. Any dispute or difference arising out of or in connection with these Terms and Conditions, including any question regarding the existence, validity or termination of any agreement arising out of them, shall be referred to and finally resolved by arbitration in New Zealand in accordance with New Zealand law and the current Arbitration Protocol of the Arbitrators' and Mediators' Institute of New Zealand Inc ("AMINZ"). The arbitration shall be by one arbitrator to be agreed on by the parties or if they should fail to agree within 21 days from the date on which the dispute arises, then to be appointed by the President of AMINZ.
  9. Contact
    1. We will contact you at your electronic address unless otherwise requested. Please contact us at our electronic address: info@spamdunk.co.nz.