Chiptech Wizard Terms and Conditions

These Terms govern Chiptech’s obligations in relation to the provision of Chiptech Wizard and Your obligations as a customer, and apply from the time that You download the Chiptech Wizard.

Chiptech reserves the right to change these Terms at any time, effective upon the posting of modified Terms on Chiptech’s website. It is Your obligation to ensure that You have read and understood the most recent Terms available for the Chiptech Wizard.

By installing the Chiptech Wizard You acknowledge that You have read and understood these Terms. These Terms were last updated on 25 September 2019.

1. Definitions

Chiptech means Chiptech Limited, and includes Chiptech International Limited.

Chiptech Wizard means a locally installed software application that is used to interface with Chiptech base units to upload and download information, with a direct connection or a remote connection over a communication network.

Configuration means the files that is created by Chiptech for You, or that You have created, that can be uploaded to a base unit to determine how the base unit behaves, including where it reports and how it operates in an emergency.

Confidential Information includes all information exchanged between You and Chiptech, whether in writing, electronically or orally, all Data, the Chiptech Wizard, including all material, software, and information relating to the Chiptech Wizard and associated configuration, and any other information of a confidential nature or deemed confidential (either expressly or by implication) by a party, but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by a party.

Data includes all values and specified settings in the Chiptech Wizard software, including data inputted by You or Chiptech.

Default has the meaning set out in clause 9 of these Terms.

File means the proprietary format, and data contained within, that governs the operation of the base unit.

Intellectual Property Right means any patent, trade mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

Terms means these Terms and conditions, and includes subsequent versions as amended or updated by Chiptech from time to time.

User means You, a Company Admin or a Company User.

You and Your means the person or entity (other than Chiptech) who downloads the Chiptech Wizard.

2. Use of Chiptech Wizard

Chiptech grants You a non-exclusive, non-transferable, licence to use the Chiptech Wizard in accordance with these Terms.

3. General Obligations

You must only use the Chiptech Wizard for Your own lawful internal business purposes, in accordance with these Terms, and otherwise as authorised or directed by Chiptech from time to time.

You acknowledge and agree that You control, and are at all times solely responsible for, each User’s access to and use of the Chiptech Wizard. You must immediately notify Chiptech of any unauthorised download or copying of the Chiptech Wizard, or any other breach of security that relates to access of  Chiptech Wizard and the associated files and configuration.

You must not, and will ensure that no other User attempts to, modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer Chiptech Wizard, or attempt to gain access to any information accessible through Chiptech Wizard that you are not legally entitled, authorised or permitted to access, or in which you have no proprietary right, or no legal or equitable interest.

4. Indemnity

You indemnify Chiptech against all claims, costs, damage and loss arising from breach of any of these Terms by a User.

5. Confidentiality

Unless You or Chiptech (as the case may be) has the prior written consent of the other, or unless required to do so by law, both parties will preserve the confidentiality of, and take all practical steps to protect, all Confidential Information of the other obtained in connection with the use or provision of the Chiptech Wizard. Neither party will, without the prior written consent of the other party, disclose or make available any Confidential Information of the other party to any person, or use the same for its own benefit, unless expressly provided by these Terms.

The obligations set out in this clause 5 will survive termination of these Terms.

6. Intellectual Property

Chiptech Wizard: Intellectual Property Rights in, and any other rights relating to, the Chiptech Wizard remain the property of Chiptech at all times.

Ownership of Data: Intellectual Property Rights in Your Data remain Your property. However, You grant Chiptech a non-transferable licence to use, copy, transmit, store, and back-up Your Data for the purposes of enabling You to access and use the Chiptech Wizard, and for any other purpose necessary for Chiptech to provide the Chiptech Wizard to You.

Backup of Data: Chiptech adheres to best practice policies and procedures to prevent Data loss, including a daily system Data back-up regime, but does not guarantee that there will be no loss of Data. Chiptech expressly excludes liability for any loss of Data no matter how so caused.

7. Warranties and Acknowledgements

You acknowledge that: The provision of, access to, and use of, the Chiptech Wizard is on an “as is, where is” basis and at Your own risk. The operation and availability of the systems used in conjunction with Chiptech Wizard, including computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent the use of the Chiptech Wizard. Chiptech is not in any way liable for any such interference that prevents you from using Chiptech Wizard.

No Warranties: Except as expressly provided in these Terms, Chiptech disclaims all warranties (express, implied, or statutory) including, but not limited to, any implied warranties as to merchantability, fitness for a particular purpose, accuracy or completeness of responses, results, workmanlike effort, lack of viruses, and any other matter relating to the Chiptech Wizard, and the provision of, or failure to provide, support to You.

Business Use: You warrant and represent that You are acquiring the right to access and use the Chiptech Wizard for legitimate business purposes and that any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction do not apply to the provision and use of the Chiptech Wizard.

8. Limitation of Liability

To the maximum extent permitted by law, under no circumstances will Chiptech, its officers, employees, contractors, agents, or suppliers be liable in contract, tort (including negligence) or otherwise to compensate You for any loss, injury, damages, or special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits or confidential or other information, for business interruption, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the Chiptech Wizard, the provision of or failure to provide support for the Chiptech Wizard, or otherwise under or in connection with these Terms.

If the above limitation is unenforceable in whole or part, and You suffer loss or damage as a result of Chiptech’s negligence or failure to comply with these Terms, any claim by You against Chiptech will be limited in respect of any one incident, or series of connected incidents, to the amount You have paid for access Chiptech Wizard in the previous 12 months.

If You are not satisfied with the Chiptech Wizard, Your sole and exclusive remedy is to terminate these Terms.

9. Suspension and Termination

Chiptech may immediately suspend your access to download Chiptech Wizard, associated files and configuration and request you uninstall the application immediately, if You are in default of any of these Terms (Default).

If You fail to correct a Default within ten (10) days after written notice by Chiptech, Chiptech may terminate your your access to download Chiptech Wizard, associated files and configuration.

You may terminate use of the your access to download Chiptech Wizard by uninstalling the application.

In the event Your use of the Chiptech Wizard is terminated for any reason, You agree to immediately discontinue using, and not make any further attempt to use, the Chiptech Wizard.

10. Support, Maintenance and Availability

Support and Maintenance: Chiptech may provide free updates to add planned features and improvements (at Chiptech’s sole discretion) to the Chiptech Wizard . You may request in writing that Chiptech add additional features or functionality, but these may be charged at a cost to You.

You may submit questions of a technical nature to Chiptech via email and Chiptech will endeavor to answer such questions during business hours (in Christchurch, New Zealand). Chiptech will provide this service to You free of charge within Your first 12 months use of the Chiptech Wizard.

11. General

Entire Agreement: These Terms supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Chiptech relating to the Chiptech Wizard and the other matters dealt with in these Terms.

No Assignment: You may not assign or transfer any of Your rights or obligations under these Terms to any other person without Chiptech’s prior written consent.

Governing Law and Jurisdiction: These Terms are governed by and construed in accordance with the laws of New Zealand and You irrevocably and unconditionally agree that the Courts of New Zealand have jurisdiction to hear and determine any proceedings brought in relation to these Terms.

Severability: If any of these Terms are held by any court or administrative body of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining Terms will not in any way be affected or impaired and the remainder of these Terms will be binding on the parties.

Waiver: Failure by a party to enforce at any time any one or more of the terms or conditions of this Agreement is not a waiver of that party’s right to subsequently enforce at any time any one or more of the terms or conditions of this Agreement.

Force Majeure: Notwithstanding any other provisions of these Terms, if either party fails to observe or perform any of the covenants conditions and agreements imposed upon it, and such failure shall have been occasioned by or in connection with or in consequence of Force Majeure, such failure shall be deemed not to be a breach of such covenants conditions and agreements. For the purposes of these Terms, Force Majeure means any act of God, strike, lockout, work stoppage or other labour hindrance, confiscation or expropriation, embargo, blockade, insurrections, public mains electrical supply failure, fire, flood, storm, explosion, nuclear accident, sabotage, revolution, riot, act of war whether declared or not, warlike operations, requirement or restriction of governmental authorities, order of the court, earthquake, slide, epidemic, quarantine restriction, software failure or any other similar cause beyond the reasonable control of a party, which prevents, hinders or interferes with the performance by either party of its obligations under these Terms.