1. Acceptance
    1. Upon clicking the “Submit” button the Client accepts a non-exclusive, non-transferable licence to use the Software with the features and specifications of the applicable Package as detailed in the Customer Rader website, and upon the terms and conditions contained below.
  2. The Services
    1. Customer Radar will provide Services and required licence(s) to the Client as set out in the Package selected by the Client.  Customer Radar may in its discretion alter, modify or amend the Packages, which will take effect upon Customer Radar giving notice to the Client.
  3. Client Obligations
    1. The Client agrees to pay the Fees and use the Software in accordance with these terms and conditions.
  4. The Licence
    1. Customer Radar hereby grants to the Client a non-exclusive licence to use the Codes, Software and Data in return for the Fees.
    2. Customer Radar will upon payment of the initial Fees, set up the Client’s account, including issuing usernames and passwords to all Registered Users where required.
    3. Customer Radar will provide such online training and support that Customer Radar reasonably considers to be necessary, to enable the Client to use the Software.
    4. In providing the Software, Customer Radar reserves the right to amend particular programs, information and facilities forming part of the Software from time to time at its own discretion.
  5. Use of the Software, Dashboards & Data
    1. The Client will use the Software, Dashboards, Reports and/or Data solely for its own internal purposes and always in compliance with the Customer Radar Privacy Policy and the applicable privacy legislation in each country in which the Client may operate.
    2. The Client may make and retain printed or electronic copies of Dashboards, Reports and/or Data only for:
      1. its own internal use, or
      2. for the use of its advisers to advise only the Client.
    3. The Client will not sell, lease, commission or commercially deal with the Software, Dashboards, Reports and/or Data or any adaptations of the foregoing in any way.
    4. The Client warrants that it will use its own skill and judgment as is required to use and analyse the Software, Dashboards, Reports and/or Data and will be solely liable for all interpretations, opinions, recommendations, forecasts or comments made or actions taken.
  6. Fees for Licence, Support & Additional Services
    1. The Client shall pay to Customer Radar the Fees on month in advance in accordance with rates and in the manner specified in the Customer Radar website for the applicable Package.  Where Client upgrades their applicable Package, Client shall be liable for any additional Fees from the date the upgrade is requested.
  7. Intellectual Property Rights
    1. Subject to clause 7.2, the Client acknowledges that the copyright and all of the trademarks and other intellectual property rights subsisting in or used in connection with the Services, the Software, the Codes, the Dashboards, the Reports, the Data, the Database and any compilation of the database, including the manner in which Dashboards and/or Reports are presented or appear, together with all associated documentation, including User Documentation, are the property of Customer Radar and that the Client must not during or at any time after termination of this agreement question or dispute or interfere with Customer Radar‘s ownership.
    2. The Client acknowledges that parts of the Software may operate using third-party technology. If the third party technology becomes unavailable for use for any reason whatsoever, Customer Radar will use its best endeavours to promptly secure an alternative.
    3. The Client acknowledges that Customer Radar has spent, and continues to spend, considerable time and resources on the selection and arrangement of the Database as an original intellectual creation and to collect, collate, compile and reformat the contents of the Database. Accordingly, Customer Radar owns the Data, and copyright in the Database and in the whole or any subset of the contents of the Database as a compilation.
    4. The Client acknowledges that Customer Radar may create and publish Compilations containing the Data for commercial purposes, including for benchmarking and/or promoting the efficacy of various types of feedback programmes, or for reselling the Compilations to third parties, providing that the Compilation does not in any way identify the Client.  Customer Radar may offer the Client and/or its customers the option of providing further information or participating in further surveys, for example industry specific surveys.
    5. Customer Radar will hold and may use the Data in accordance with its Privacy Policy.
    6. The Client will not copy all or part of the Software, nor will the Client develop or engage a third party to develop a competing real-time market research software program while this Agreement is in force, or for 1 year after its expiry.
    7. All Clauses within Section 7, survive termination of this agreement.
  8. Confidential Information
    1. Each party agrees to keep confidential and not use without the consent of the other any confidential information obtained from the other in connection with this agreement, except to the extent:
      1. that the information is required to be disclosed by law, court order, or statute;
      2. that is necessary to satisfy the requirements of any stock exchange or trading market upon which either party’s securities is listed or quoted;
      3. that the information is or becomes available in the public domain without a breach by either party of its confidentiality obligations under this clause or at law.
    2. All Clauses within Section 8, survive the termination of this Agreement.
  9. Liability
    1. All liability of Customer Radar to the Client or to any other person, whether in tort (including negligence) contract or otherwise arising from the provision of the Data, Software Dashboards or Reports is expressly excluded to the fullest extent permitted by law.
    2. Customer Radar will have no liability under this agreement or otherwise, and expressly excludes liability for, any indirect, special, economic or consequential loss or damage suffered or incurred by the Client or any other person, including without limitation loss of revenue, profits, goodwill, savings, data or opportunity whether caused by negligence or otherwise.
    3. The total liability of Customer Radar, to the extent that liability is not excluded under this agreement will be limited to an aggregate total equal to the Licence Fees actually paid by the Client in the year of the claim.
  10. Indemnity
    1. The Client undertakes to fully and effectively indemnify Customer Radar and keep Customer Radar indemnified at all times against all actions, proceedings, costs, claims, demands, liabilities and expenses whatsoever (including legal expenses on a solicitor client basis, and other fees and disbursements) sustained, incurred or paid by Customer Radar directly or indirectly in respect of:
    2. Use by the Client or any other person of any information, data or material produced by the Client and obtained or derived in whole or in part from the Software, Dashboards, Reports and/or Data;
    3. Any breach by the Client of any provision of this agreement.
  11. Termination
    1. Either Party may terminate this Agreement by written notice,, and in such event termination will take effect from the last day of the month in which notice was given.
    2. In the event that Client has paid Fees for any months beyond the termination date, said Fees will not be refunded.
    3. This Agreement may be executed in any number of counterparts, or click accepted by Client.  Customer Radar may update or amend the terms of this Agreement in its discretion from time to time, and provided Client has been given reasonable notice of the updated or amended terms, then Client’s continued use of the Software shall be deemed its acceptance of the new terms.
    4. This Agreement shall be construed in accordance with the laws of New Zealand, and any proceedings in respect of this Agreement will be subject to the non-exclusive jurisdiction of the New Zealand courts.
  12. Definitions & Interpretation
    1. Codes means the unique code or set of unique codes which when sent by Customers using text messaging or via internet to Customer Radar or its agents provide Data to be analysed by the Software;
    2. Compilation means aggregated data from the Database which may or may not include the Data;
    3. Data means the data collected via the Software and presented in the Dashboards and Reports and as otherwise made available by Customer Radar.
    4. Database means the database containing the Data that can be queried by use of the Software to generate Dashboards or Reports or actions;
    5. Fees means the applicable fees payable for the Package selected by the Client. As set out from time to time on the Customer Radar website;
    6. Package means the particular package of services, features and rights pertaining to the Software selected by the Client from the suite of such packages offered on the Customer Radar website, as may be amended or added to from time to time by Customer Radar;
    7. Registered User means a person who has been registered to access the Software and who has received a user-name and password to enable the use of the Software.
    8. Reports means the reports generated by a Registered User using the Software, or otherwise provided by Customer Radar.
    9. Dashboards mean the dashboard views accessed by a Registered User using the Software, as amended from time to time by Customer Radar;
    10. Services means the management and provision of the “Customer Radar” real-time survey services based on the Software;
    11. Software means the real-time Customer Feedback software owned by Customer Radar known as ”Customer Radar” or such other name as Customer Radar may ascribe to it from time to time.
    12. User Documentation means the online user documentation for the Software provided by Customer Radar and as amended by Customer Radar from time to time.