By ticking the box in our checkout that is titled “I have read and agreed to these terms and conditions”, You are indicating Your acceptance of this Agreement and agree to be legally bound by it.
1. Definitions and Interpretation:
Commencement Date means the date on which the SaaS Provider register You as a registered user of Our Service, based on the details submitted by You during the checkout process.
Confidential Information means all information provided by one party to the other in connection with this Agreement where such information is identified as confidential at the time of its disclosure or ought reasonably to be considered confidential based on its content, nature or the manner of its disclosure, but excluding: (a) information that enters the public domain or is disclosed to a party by a third party, other than through a breach of this Agreement; and (b) information developed independently by a party.
GST has the meaning given in the Goods and Services Tax Act 1985, or any other similar tax.
Intellectual Property Rights means all intellectual property rights, including all copyright, patents, trade marks, design rights, trade secrets, domain names, know-how and other rights of a similar nature, whether registrable or not and whether registered or not, and any applications for registration or rights to make such an application.
Moral Rights has the meaning given under the Copyright Act 1994 and includes any similar rights existing in other countries.
Our Service means the provision of Our SaaS and Your Site.
Our SaaS means the all-in-one business software as a service we are providing to you in Our Service.
Registration Form means the form you submit during the checkout process when you register with us to provide you with Our Service.
SaaS Provider means Honeycomb Go a registered limited liability company (Company Number: 1687454).
Subscription Fee means the monthly fee for Our Service as specified in your My Account section of Our SaaS to You, as updated and changed from time to time.
Your Site means the subdomain website provided by us to you via Our Service.
You means you, the person that registered with us via the Registration Form.
1.2 Interpretation: Unless the context requires otherwise, a reference to a person includes a corporation or any other legal entity, the singular includes the plural and vice versa, headings are for convenience and do not form part of this Agreement or otherwise affect the interpretation of this Agreement, the term “includes” (or any similar term) means “includes without limitation”, and a reference to any statute includes references to any subsequently amended, consolidated or re-enacted version of that statute and all delegated legislation or other statutory instruments made under it.
2. Term: This Agreement begins on the Commencement Date and continues until terminated in accordance with this Agreement.
3. Fees: Two types of fees (the 'Fees') may be charged by us to you for the right to use Our SaaS and access Your Site:
- The weekly fee (‘Weekly Fee’) described in your plan.
- The success fee (‘Success Fee’), which is calculated by multiplying the Success Fee Percentage (being the success fee percentage described in your plan) by the gross of your order totals that passes through Our SaaS (‘Gross Sales’) for any given week (‘Week’).
- If you are on the Free plan, your Weekly Fee is $0.
- If you are on the Business or Ultimate plans, your Success Fee is $0.
4. Fees Details:
- If you site’s currency is not USD, the total Gross Sales for the Week will be automatically re-calculated (at the current USD exchange rate) on the day the Fees invoice is generated by us.
- Fees are payable in arrears at the end of your Week automatically by credit card.
- The Success Fee itself is calculated on Gross Sales of all positive order statuses, for example: Processing, On-Hold, Pending, Completed, etc.
- Once Fees have been calculated for a Week, no part of the Fees will be refundable to you under any circumstances. For example, if you subsequently delete an order after Fees have already been calculated, the Fees will not be recalculated for that Week nor for any subsequent week(s). However, orders created in error AND deleted by you within the same Week will not be included in Success Fee portion of the Fees calculation provided you fix it before the Fees invoice is generated by Our SaaS.
- The Success Fee is calculated on Gross Sales (as defined above) in a Week, it does not relate to how much money you might physically or digitally be paid by your client(s).
- If payment of the Fees is not received by us Your Site and use of Our SaaS may be immediately suspended, restricted or deleted (at our discretion).
5. Payment of Fees:
- Payment of Fees is weekly in arrears.
- Fees may be split into two portions on the invoice, the Weekly Fee (if any) and the Success Fee (if any).
- Additionally, if you are subject to GST, you agree that all amounts payable under this Agreement are expressed exclusive of GST. In respect of any taxable supply, You must pay to the SaaS Provider an additional amount equal to the prevailing GST rate, payable at the same time and in the same manner as the Fee.
6. Payment Gateway Fees: Third party payment gateways may be subject to transaction and other fees. You acknowledge You are responsible for paying these in the manner required by the payment gateway companies.
7. Service: Subject to the weekly payment of the Fees, and Your compliance with this Agreement, we will provide You with Our Service.
8. Your Site:
- You are entirely responsible for: (a) the content on Your Site (including all content that we host on Your behalf as part of Our Service), (b) ensuring that the content that we host on Your behalf does not contain any virus or otherwise disrupt or corrupt the data or systems of any person; and, (c) all dealings You have with users of Your Site.
- You will indemnify the SaaS Provider against all costs (including legal costs), expenses, damages, accounts or other losses or liability, including those from any actions, suits, proceedings, claims or demands, made against or suffered by the SaaS Provider in connection with: Your Site, Our SaaS, the content that we host for You as part of Our Service; and any failure by You to meet the responsibilities described in the Agreement, and INCLUDING any and all claims made against the SaaS Provider: by users of Your Site, by any third party alleging that the content on Your Site, or any content hosted by us on Your behalf, infringes any Intellectual Property Rights or Moral Rights or any person or otherwise breaches any law.
9. Maintenance: We reserve the right to perform maintenance, make any changes we deem necessary and provide upgrades at any time and from time to time.
10. Intellectual Property Rights: Nothing in this Agreement constitutes a transfer of any Intellectual Property Rights. You acknowledge that the SaaS Provider owns all Intellectual Property Rights in the SaaS and Your Site including all information and material accessed by You via Your Site including any of the SaaS Provider's registered or unregistered trade marks (Materials). You must not directly or indirectly do anything that would or might invalidate or put in dispute the SaaS Provider's title in the Materials.
11. Access: You permit the SaaS Provider (or its nominated agent) to access and review your site at any time, for the provision of Support, Maintenance, and Audit. The SaaS Provider may use information it collects from Your Site to improve Our Service to You.
- A party must not, without the prior written consent of the other, use or disclose the other party's Confidential Information unless expressly permitted by this Agreement or required to do so by law or any regulatory authority.
- A party may: use the Confidential Information of the other party solely for the purposes of complying with its obligations and exercising its rights under this Agreement, and may disclose the Confidential Information to its personnel or advisers to the extent necessary for them to know the information for purposes related to this Agreement, but only if reasonable steps are taken to ensure that the confidentiality of the information is retained.
- To the full extent permitted by law, the SaaS Provider excludes all liability in respect of loss of data, interruption of business or any consequential or incidental damages. To the full extent permitted by law, the SaaS Provider excludes all representations, warranties or terms (whether express or implied) other than those expressly set out in this Agreement.
- The SaaS Provider's total aggregate liability for all claims relating to this Agreement is limited to no more than one hundred and fifty dollars in total.
- Either party's liability for any claim relating to this Agreement will be reduced to the extent to which the other party contributed to the damage arising from the claim.
- This Agreement is to be read subject to any legislation which prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions, guarantees or obligations. If such legislation applies, to the extent possible, the SaaS Provider limits its liability in respect of any claim to, at the SaaS Provider's option, the supply of the services again or the payment of the cost of having the services supplied again.
14. Termination: You may terminate this Agreement by going to your My Account section of Our SaaS to You, and cancelling your subscription. Your subscription will terminate at the end of your current paid up term. No refunds will be given under any circumstances. The SaaS Provider can terminate this agreement immediately and at any time without written notice. Upon terminate, your right to use Materials immediately ceases and the licenses granted under this Agreement are terminated. The obligations of confidentiality survive termination. After Termination of this Agreement the SaaS Provider does not have any further obligation to You to provide access to any information You may have stored on Our SaaS or Your Site.
- You must not assign, sublicence or otherwise deal in any other way with any of Your rights under this Agreement without the prior written consent of the SaaS Provider.
- Nothing contained in this Agreement creates any relationship of partnership or agency between the parties.
- If a provision of this Agreement is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.
- This Agreement is the entire Agreement of the parties concerning the provision of Our Service to You and supersedes all other representations, arrangements or agreements. Other than as expressly set out in this Agreement, no party has relied on any representation made by or on behalf of the other.
- This Agreement may be amended by the SaaS Provider from time to time.
- This Agreement is governed by the laws of new zealand and each party submits to the exclusive jurisdiction of the courts of new zealand.
- A provision of or a right under this Agreement may not be waived or varied except in writing signed by the person to be bound.
- The SaaS Provider will not be responsible for a failure to comply with its obligations under this Agreement to the extent that failure is caused by a Force Majeure Event. A ‘Force Majeure Event’ means any event beyond its control, including, without limitation, actions by Government bodies’, server failure, payment failure and hosting failure.
Please ensure you have read and understood our Fair Use Policy, which forms part of Your terms and conditions of use of Our SaaS and the provision of Your Site.
1. Definitions: Definitions used in our Terms & Conditions above form part of this Fair Use Policy.
2. Fair & Reasonable: Your use of Our SaaS must be fair and reasonable, as determined by us by reference to an average and/or estimated typical reasonable user of Our SaaS.
3. Free Plans: If your plan does not contain a Weekly Fee, your plan is considered free ('Free Plan'). Regarding Free Plan sites:
- These may be deleted by us after a sustained period of sales inactivity. We consider a sustained period of sales inactivity to be a period of time (generally a number of weeks) that your site continues to not have reasonable weekly Gross Sales transacted through it.
- Prior to any deletion, we will endeavor to warn you of such pending deletion by either emailing you, or providing you with a dashboard warning that deletion is imminent.
- If you receive such a deletion warning, you can either choose to upgrade your plan to ensure it is not deleted (this is because non-Free Plan sites are not subject to this part of the Fair Use Policy), or you can start immediately transacting sales through Our SaaS until the point the Dashboard warning removes itself. NOTE: if you choose the later method, you may still run the risk of not transacting enough Gross Sales through Our SaaS quickly enough, in such a situation, it is possible that Your Site could still be deleted by Our SaaS automatically. We recommend therefore that You upgrade your plan to ensure Your Site is not deleted.
- Free Plans can only be used for reasonable, lawful and moral purposes.
- Regardless of the above, Free Plan sites can be subject to deletion at any time should they not comply with our Terms & Conditions of use and the other parts of this Fair Use policy.
4. All Plans: You must not intentionally set out to prevent orders passing through Our SaaS. If you are suspected of altering order totals and/or Gross Sales, altering order statuses, deleting orders, taking full or part payment offline instead of transacting it in full through Your Site, selling low value products or services that you later charge clients more for offline, or any other similar behavior designed to game the Success Fee, Your Site will be either suspended and/or deleted by us without notice.
1. Overview: This website is operated by Honeycomb Go a registered limited liability company (Company Number: 1687454) (the owner is referred to as “we”, “us” and “our”).
2. Cookies: When you visit our site, we will set a temporary cookie to determine if your browser accepts cookies and a standard cookie to determine what profession/industry you are attached too.
4. Data Retention: For users that register on our site or get services provided by us, we store that user’s information in our system. Such information can be viewed and edited by the site administrator (and their permitted assigns). A user can also see and edit their personal information in My Account, or if services have been provided to that user by the business, service-related information can also be provided to you upon request to the site administrator.
5. Your Rights: If you register with us, you are able to view and edit your information.
6. Communication: We may use your personal information to contact you with newsletters, marketing or promotional materials and other such information.
7. Security: The security of your personal information is important to us, but remember that no method of transmission over the Internet, or method of electronic storage, is 100% secure. While we strive to use commercially acceptable means to protect your Personal Information, we cannot guarantee its absolute security.