Platform Terms and Conditions

Welcome and thank you for reading our Platform Terms and Conditions (Agreement). This Agreement applies to your use of the SetSeed website development and design platform and related website design technology products. By accessing and using our Platform and our associated services:

1. (a) you agree to this Agreement; and
2. (b) where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorised to agree to this Agreement on that person’s behalf and that, by agreeing to the Agreement on that person’s behalf, that person is bound by the Agreement.

We ask that you review this Agreement carefully. If you do not agree to these Terms, you are not authorised to access and use the Platform, and you must immediately stop doing so.

1. Definitions and Interpretation

1. Definitions
2. 1.1 For the purpose of this Agreement, the following terms shall have the meanings assigned to them:
3. “Account” means an account through which you and each User will access the Software.
4. “Agreement” refers to these SetSeed Platform Terms and Conditions.
5. “Derivatives” means any adaptations, improvements, or new materials based on copyright, patent, trade secret, or confidential information, including research results or analysis.
6. "Effective Date" indicates the date on which the Licensee agrees to the terms and conditions of this Agreement, as outlined in the preamble.
7. “End User” means any natural person(s) accessing or using the Licensee’s Licensee Content.
8. "Force Majeure Event" represents an event or a series of related events that are beyond the reasonable control of the affected party. This includes failures or issues with the internet or its components, power outages, industrial disputes involving third parties, changes in legislation, natural disasters, explosions, fires, floods, riots, terrorist attacks, and wars.
9. "Intellectual Property Rights" means all patent rights, copyright rights, moral rights, rights of publicity, trade mark, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under the laws of New Zealand or any other jurisdiction.
10. "Licensee" or “you” or “your” refers to the entity or individual licensed to use the Software under this Agreement.
11. "Licensor" or “we” or “SetSeed” refers to SetSeed Limited, a limited liability company (NZBN 9429050728343) with a registered address at Accounting HQ Limited, 1247 Ranolf Street, Rotorua, Rotorua, 3010, New Zealand.
12. "Permitted Use" means using the Software to create, manage, and maintain digital content for websites, applications, or other digital platforms, as specified by SetSeed.
13. “Platform” means the SetSeed website development and design platform and related website design technology products (e.g. the Content Management System (CMS), Customer Relationship Management (CRM), and Software).
14. "Policies” means the policies and service guidelines accessible on the SetSeed website (www.setseed.com) from time to time.
15. “Software" represents the application files that constitute the SetSeed multi-site CMS web-server application and platform. It does not include the user-modifiable templates in the 'sites' folder or any files licensed by third parties, as indicated by their respective licenses included within or alongside the file. This definition also encompasses any Updates, upgrades, enhancements, improvements, or patches provided by SetSeed.
16. “Team Member” means your employees, contractors, administrators, or other service providers who you grant access to use the Software.
17. "Update" signifies an update, upgrade, enhancement, improvement, or patch to the Software supplied by SetSeed.
18. “User” means the Licensee and/or a Team Member.
19. “Licensee Content” is as defined in clause 7.1 of this Agreement.
20. Interpretation
21. 1.2 In this Agreement, unless the context otherwise requires:
    1. (a) references to statutes or statutory provisions include the statute or statutory provision as modified, consolidated, and/or re-enacted from time to time and any subordinate legislation made under that statute or statutory provision;
    2. (b) references to any “party” mean a party to this Agreement and include the employees, officers, successors, executors, administrators and permitted assigns (as the case may be) of that party;
    3. (c) references to a “person” include an individual, firm, business entity, company, corporation or unincorporated body of persons and includes a reference to the person’s executors, administrators, successors, substitutes (including persons taking by novation) and permitted assigns;
    4. (d) references to clauses or schedules are to clauses or schedules in this Agreement;
    5. (e) headings appear as a matter of convenience and do not affect the construction of this Agreement;
    6. (f) singular words include the plural and vice versa and words importing one gender include the other gender; and
    7. (g) references to times, days or dates are to New Zealand times, days and dates.

2. User Account

• 2.1 To use the Platform, we require you to create a user account.
• 2.2 When you register and activate an account, you may provide us with personal information such as your name, email address, and telephone number and information relating to your website via our Platform. You must ensure that this information is accurate and current. We will handle all personal information that we collect from you in accordance with our Privacy Policy https://www.setseed.com/privacy/.
• 2.3 When you register and activate an account, we will issue you a unique user identification credential used in combination with a unique password to access the Platform. This is referred to as your “UserID”.
• 2.4 Each user account will be personal to the user. That being the case, if you have staff that you would like to have access to our Service and Platform (referred to as “Team Members”), each Team Member will be required to be registered with their own UserID and unique password.
• 2.5 You will not allow our Platform to be used by any person except Team Members.
• 2.6 You and each Team Member are responsible for keeping your UserID and password secure and are responsible for all use and activity carried out under their user account.

3. License

• 3.1 SetSeed confirms that it:
  • (a) has exclusive rights to license the Software;
  • (b) grants to the Licensee a limited, non-exclusive, non-transferable license to use the Software and Platform in accordance with clause 2.2.
• 3.2 Subject to payment by the Licensee of relevant charges and fees in respect of the Software licence, and the Licensee's compliance with clause 3 and the other provisions of this Agreement, SetSeed grants to the Licensee a limited, non-exclusive, non-transferable licence to use the Software and Platform for the Permitted Use. The Software is licensed to you, not sold.

4. Fees

• 4.1 We will charge you fees for the use of our Platform (referred to as “Fees”). We will only charge you Fees to which you have agreed to pay through the functionality of our Platform.
• 4.2 Unless stated otherwise, Fees are expressed in New Zealand dollars and exclude GST (or any other equivalent value-added tax in your jurisdiction).

5. Payment

• 5.1 You must make payment of our Fees on the terms agreed between you and SetSeed on or prior to you signing up to use the Platform.
• 5.2 All payments required to be paid by you must be paid:
  • (a) on or prior to the relevant due date;
  • (b) by means expressly approved and/or provided by us.

6. Default

• 6.1 Our Platform relies upon prompt payment in order to ensure trust, fairness and confidence.
• 6.2 If payment is not made on the date required by us, then we may charge default interest on the amount unpaid at the rate of 12% per annum. The interest will be calculated on a daily basis from the date payment was due until the date payment is received. Should we fail or delay to charge interest on any unpaid fees or to exercise any of our rights, we do not waive those rights. You will also be liable to pay all expenses and legal costs incurred by us as a result of your default in payment.
• 6.3 If payment is outstanding for 7 days from the relevant date it is due, we may suspend providing you access to our Platform until the date of payment in full.

7. Licensee Undertakings

• 7.1 You must not:
  • (a) use the Platform except for the Permitted Use;
  • (b) permit any person who is not an employee or contractor of your organisation, company or business to access or use the Platform on your user account;
  • (c) either individually, or through any affiliate, holding, subsidiary or associated company, agent or third party, copy, transfer, give, sell, resell, sub-license, rent, lease, lend or otherwise distribute or deal with the Platform, or any part of the Software, to any person except as expressly permitted by this Agreement;
  • (d) directly or indirectly disassemble, modify, reverse engineer, copy, adapt, translate, create Derivatives (based in whole or in part on the Software), decompile any part of the Software or Documentation, or otherwise attempt to discover the underlying source code of the Software, or allow or cause a third party to do so, except as expressly permitted by applicable law or this Agreement, and only upon providing SetSeed with reasonable advance written notice and opportunity to respond;
  • (e) merge any of the Software with any other software, or otherwise use the Software in or in conjunction with any applications where product failure could lead to injury to persons, loss of life, or severe property or environmental damage; or
  • (f) circumvent or remove or attempt to circumvent or remove the technological measures applied to the Software for the purposes of preventing unauthorised use.
• 7.2 You must:
  • (a) adequately control and supervise use of the Platform in accordance with the terms of this Agreement;
  • (b) take effective measures to protect the Software and Platform from misuse, damage, theft, destruction or unauthorised use or access;
  • (c) comply with all relevant laws, including all statutory, regulatory and common laws in your use of the Software and in carrying out your obligations under this Agreement;
  • (d) ensure that all activities conducted through your use of the Software, including activities of all Users, are your sole responsibility; and
  • (e) maintain the confidentiality of your Account and accept responsibility for any harm caused by disclosure or unauthorised use of your Account.

8. Other Users

• 8.1 The Licensee may permit any Team Member of the Licensee to exercise the rights granted by SetSeed to the Licensee under clause 2.2(b), subject always to the restrictions set out in clauses 2 and 3.
• 8.2 The Licensee must:
  • (a) ensure that any person using the Software is made aware of, and agrees to, the terms of this Agreement;
  • (b) immediately notify us of any unauthorised use of the Software of which you become aware;
  • (c) immediately revoke access rights to any User that has violated the terms of this Agreement; and
  • (d) immediately revoke access rights to any User that no longer possesses the requisite licenses or other credentials or is no longer employed by or affiliated with you.
• 8.3 You and all Users of the Software must comply with all relevant laws and SetSeed’s Policies while using the Software.

9. End Users

• 9.1 Any natural persons accessing or using your Licensee Content are deemed your “End Users”.
• 9.2 You agree that SetSeed does not have a direct relationship with any of your End Users and SetSeed is not responsible for how you process or otherwise handle any End User information.
• 9.3 You acknowledge and agree that you are solely responsible for:
  • (a) appropriately handling and processing End User information;
  • (b) providing any required notices to your End Users, third parties, or authorities under any applicable data protection laws, data breach notification statutes, or other applicable laws or regulations; and
  • (c) obtaining all End User consent required under applicable laws.

10. Intellectual Property Rights and Confidentiality

• 10.1 All Intellectual Property Rights in or inherent to the Platform and Software are and will remain the property of SetSeed (“SetSeed IP”).
• 10.2 You acknowledge and agree that:
  • (a) the SetSeed IP is of significant value and goodwill to SetSeed;
  • (b) this Agreement only grants you the right to use the SetSeed IP specified in this Agreement under the terms and restrictions specified in this Agreement;
  • (c) you do not, and will not, acquire any other right, title, or interest in any SetSeed IP, which will at all times remain the exclusive property of SetSeed or the applicable third party licensor to SetSeed;
  • (d) you will not remove, suppress, or modify in any way any proprietary marking which is on or in the Platform or Software, except where expressly allowed;
  • (e) SetSeed is the sole owner of any Updates of the Software or deliverables that are developed by SetSeed or its affiliates during the term of this Agreement and thereafter;
  • (f) without limiting the foregoing, SetSeed is the sole owner of any newly developed, revised, or modified source code related in any way to the Software or SetSeed’s general business, regardless of whether developed, revised, or modified in response to your requests, suggestions, or ideas, even if performed as part of additional services paid for by you, all of which shall be SetSeed IP; and
  • (g) during the term of this Agreement and thereafter, you will not assert the invalidity of the SetSeed IP, or contest SetSeed’s right, title, or interest therein and thereto, and you shall not cause, influence, or assist in any manner whatsoever, any other third party to make any such assertions or contest.

11. Licensee Content

• 11.1 The Platform may enable you to, among other things, publish or upload content to the internet. Any content you submit, post, display, or otherwise make available via the Platform, including all Intellectual Property Rights therein, is referred to as “Licensee Content”.
• 11.2 Unless otherwise specified in this Agreement, and to the maximum extent permitted by law, you agree to be fully responsible for the Licensee Content that you create or submit to the Platform, and you further agree not to use the Software or Platform to create or submit any Licensee Content that does not comply with this Agreement.
• 11.3 By using the Software and/or Platform, you grant us (including our third party hosting providers acting on our behalf) a non-exclusive, royalty-free, transferable, sub-licensable, worldwide right and license to use, host, store, modify, reproduce, display, distribute, publish, and publicly display your Licensee Content for the purposes of providing, improving, testing, promoting, and securing the Platform. You understand and agree that third party individuals may search for, see, use, and/or re-post any Licensee Content that you make publicly available on the internet via the Platform.
• 11.4 You acknowledge and agree to:
  • (a) take responsibility for any Licensee Content that may be lost or unrecoverable through your use of the Platform;
  • (b) endeavour to backup and archive your Licensee Content; and
  • (c) be accountable for all Licensee Content created, posted, or submitted to the Platform by you, any User in your user account, or third parties.
• 11.5 We will not amend, alter, or update any Licensee Content which has been explicitly identified by you in writing as critical, high-risk, sensitive or legally significant information without first obtaining your prior written consent.
• 11.6 When using the Platform, you must not do any act that we would deem to be inappropriate, is unlawful or is prohibited by any laws applicable to the Platform, including but not limited to:
  • (a) any act that would constitute a breach of either the privacy (including uploading private or personal information without an individual's consent) or any other of the legal rights of individuals;
  • (b) using the Platform to defame or libel us, our employees or other individuals;
  • (c) uploading files that contain viruses that may cause damage to our property or the property of other individuals;
  • (d) posting or transmitting to our Platform any non-authorised material including, but not limited to, material that is, in our opinion, likely to cause annoyance, or which is defamatory, racist, obscene, threatening, pornographic or otherwise or which is detrimental to or in violation of our systems or a third party's systems or network security.

12. Updates

• 12.1 The Software may automatically update from time to time. These Updates are designed to improve, enhance, and further develop the Software and Platform and may take the form of bug fixes, enhanced functions, new software modules, and completely new versions.
• 12.2 You agree to receive such Updates (and permit us to deliver these to you with or without your knowledge) as part of your use of the Software and Platform.
• 12.3 SetSeed will have no obligation to provide support for the Software under clause 9 in relation to any version of the Software that does not incorporate the most recent Updates to the Software.

13. Support

• 13.1 SetSeed will provide email support to the Licensee during regular business hours in New Zealand from Monday to Friday, for the purpose of resolving issues with the Software raised by the Licensee acting reasonably.
• 13.2 The Licensee acknowledges that:
  • (a) SetSeed’s obligation under clause 9.1 is subject to such limits (as to time spent in relation to an issue and in relation to the Licensee in aggregate) as SetSeed may determine from time to time;
  • (b) SetSeed does not warrant or represent that issues raised will be solved by means of the support services; and
  • (c) SetSeed will not provide any on-site support under this Agreement.
• 13.3 SetSeed may subcontract any of its obligations under this clause 9 to any third party.

14. Limited Warranties

• 14.1 The Licensee warrants to SetSeed that it has the legal right and authority to enter into and perform its obligations under this Agreement.
• 14.2 The Licensee acknowledges that the Platform and Software has not been developed to meet the specific individual requirements of the Licensee, and accordingly the Licensee will be responsible for ensuring that the Software is suitable to meet the Licensee's requirements.
• 14.3 SetSeed provides the Software strictly on an “as is” basis, and, to the maximum extent permitted by law, hereby expressly disclaims all warranties or conditions of any kind, written or oral, express, implied or statutory, including without limitation any implied warranty of title, noninfringement, merchantability or fitness for a particular purpose.
• 14.4 SetSeed does not ensure continuous, error-free, secure or virus-free operation of the Software and you understand that you will not be entitled to refunds or other compensation based on SetSeed’s failure to provide any of the foregoing other than as explicitly provided in this Agreement.
• 14.5 All of the parties' liabilities and obligations in respect of the subject matter of this Agreement are expressly set out herein. To the maximum extent permitted by applicable law, no other terms concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.

15. Limitations of Liability

• 15.1 Nothing in the Agreement will:
  • (a) limit or exclude the liability of a party for death or personal injury resulting from negligence;
  • (b) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;
  • (c) limit any liability of a party in any way that is not permitted under applicable law; or
  • (d) exclude any liability of a party that may not be excluded under applicable law,
  • and, if you are a consumer, any statutory rights which you have, which cannot be excluded or limited, will not be affected by the Agreement.
• 15.2 The limitations and exclusions of liability set out in this clause 11 and elsewhere in the Agreement:
  • (a) are subject to clause 11.1; and
  • (b) govern all liabilities arising under the Agreement or in relation to the subject matter of the Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.
• 15.3 SetSeed will not be liable to any User for any:
  • (a) losses arising out of a Force Majeure Event;
  • (b) business losses, such as loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill;
  • (c) loss or corruption of any data, database or software;
  • (d) special, indirect or consequential loss or damage; or
  • (e) aggregate liability exceeding the most recent 30 days’ of Software license fees and charges.

16. Indemnification

• 16.1 The Licensee indemnifies SetSeed against:
  • (a) claims, losses and causes of action asserted by any Users or End Users (including without limitation your clients);
  • (b) claims, losses, and causes of action arising from any violation of third-party terms, including those governing the hosting services we use, to the extent such violation is caused by your actions or content; and
  • (c) the Licensee or any Users acts, omissions or use of the Software, including without limitation the Users negligent, wilful or illegal conduct.
• 16.2 SetSeed indemnifies the Licensee against any claim, loss or cause of action incurred by the Licensee occurring as a direct result of the Licensee's authorised use of the licensed SetSeed IP as provided under this Agreement.

17. No responsibility for Acts or Omissions of Third Party Websites‍

• 17.1 The Platform may contain links to, or otherwise allow connections to third-party websites, servers, and online services or environments that are not owned or controlled by SetSeed. The Licensee agrees that SetSeed is not responsible or liable for the content, policies, or practices of any third-party websites, servers, or online services or environments. Please consult any applicable terms of use and privacy policies provided by the third party for such websites, servers, or online services or environments.

18. Term and Termination

• 18.1 This Agreement will come into force on the Effective Date and will continue in force indefinitely, until ended:
  • (a) by agreement between the parties; or
  • (b) by the Licensee, upon 30 days written notice; or
  • (c) by SetSeed, in accordance with clause 13.2.
• 18.2 SetSeed may terminate this Agreement and the license granted under it at any time if you:
  • (a) fail to comply with any of the terms of this Agreement or any Policies;
  • (b) fail to meet the payment requirements for the relevant charges and fees in respect of your Software licence;
  • (c) cease or threaten to cease to continue your business, become bankrupt or insolvent, are unable to pay your debts as they fall due, enter into a general assignment of your indebtedness or a scheme of arrangement or composition with your creditors, or take or suffer any similar action;
  • (d) have a trustee, manager, administrator, administrative receiver, receiver, inspector under any other legislation or similar officer appointed in respect of the whole or any part of your assets or business, or enter into liquidation (other than voluntarily for the purpose of a solvent amalgamation or reconstruction);
  • (e) being an individual, die or are physically incapacitated; or
  • (f) being a partnership, are dissolved.
• 18.3 Upon termination of this Agreement:
  • (a) You must stop using the Software and must return or destroy (upon SetSeeds’ direction) all copies of the Software in your possession or control;
  • (b) neither party's accrued rights or liabilities will be affected; and
  • (c) save as expressly provided in this Agreement, the Licensee will not be entitled to a refund.
• 18.4 Nothing in this clause 13 affects the operation of any clauses in this Agreement which are expressed or implied to have effect after its termination.

19. Privacy

• 19.1 By using the Platform, you authorise us to collect, retain and use information about you in accordance with our Privacy Policy https://www.setseed.com/privacy/.
• 19.2 You agree to provide us with any consents we require to enable us to access any third party data, services or platforms to the extent we require such access to enable the proper provision of our service and/or Platform under this Agreement.

20. General

• 20.1 No Waiver: No breach of any provision of this Agreement will be waived except with the express written consent of the party not in breach.
• 20.2 Severability: If a clause of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other clauses of this Agreement will continue in effect. If any unlawful and/or unenforceable clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant clause will be deemed to be deleted).
• 20.3 Assignment: SetSeed may freely assign this Agreement and/or its rights and/or obligations under this Agreement without the Licensee's consent. The Licensee must not assign, transfer, charge, license or otherwise dispose of or deal in this Agreement and/or any its rights and/or obligations under this Agreement without the express written consent of SetSeed.
• 20.4 Third Parties: This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.
• 20.5 Entire Agreement: This Agreement constitutes the entire agreement and understanding of the parties in relation to the subject matter of this Agreement, and supersedes all previous agreements, arrangements and understandings between the parties relating to the subject matter of this Agreement. Subject to clause 11.1, each party acknowledges that no representations or promises not expressly contained in this Agreement have been made by or on behalf of the other party.
• 20.6 Jurisdiction: This Agreement will be governed by and construed in accordance with the laws of New Zealand; and the courts of New Zealand will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.
• 20.7 U.S. Sanctions: You must not use the Software if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. By using the Software, you represent and warrant that you:
  • (a) are not located or residing in any country or territory subject to comprehensive US sanctions;
  • (b) are not listed on any United States list of prohibited or restricted parties, such as OFAC’s Specially Designated Nationals and Persons List, or otherwise subject to US sanctions that would prohibit your access to or use of the Software; and
  • (c) shall not use or allow access by any of your customers or potential customers (if applicable) to the Software in any manner that may cause SetSeed to violate US export controls and sanctions.
• We reserve the right to restrict or block your access, or access by any of your End Users, to the Software, Platform and/or to terminate the Agreement at any time without notice if we determine, at our sole discretion, that such access may cause a violation or create unacceptable risk to us under export controls or sanctions.