Terms of Use

Introduction

Welcome to Hectre! We’re excited to have you join us! Before you start using Hectre, we do need you to look through and accept these terms. We’ve done our best to explain it all as simply as possible without using too much jargon, so you know what you can expect from us and what we expect from you.

These are your legal rights and obligations, so please do read everything. If you can’t agree to our terms, then unfortunately you can’t use our services (and that would be a tragedy!) You’ll find summary paragraphs at the top of each section to give you an idea of what’s covered. If you have questions after you’ve read these terms, please contact us. We’d love to help get you sorted.

* These Terms of Use were last updated on 22 December 2020.

 

Joining and using Hectre

In this section we explain how to subscribe to Hectre and use our services. When you see a word in bold, it will have the same corresponding meaning every time it’s used within these terms.

  1. You and Hectre: When we say you or your, we mean both you and any entity or firm you’re authorised to represent. When we say Hectre, we, our or us, we’re talking about the Hectre entity you contract with and pay fees to based on the Hectre plan you’re using.
  2. Our services: Our services consist of all the services we provide now or in the future, including our online and mobile platform and software tools such as Spectre.
  3. Creating a subscription: When you sign the License Agreement to use our services and accept these terms, you become a subscriber. If you’re the subscriber, you’re the one responsible for paying for your subscription.
  4. People invited to use Hectre: An invited user is a person other than the subscriber who has been invited to use our services through a subscription. If you’re an invited user, you must also accept these terms to use our services.
  5. User roles and access: As a subscriber inviting others into a subscription, you should understand the permissions you’re granting to invited users.
  6. The right to use our services: Whether you’re a subscriber or an invited user, we grant you the right to use our services (based on your subscription type, your user role and the level of access you’ve been granted) for as long as the subscriber continues to pay for the subscription, until the subscription is terminated, or – if you’re an invited user – until your access is revoked.
  7. Subscriber role: As a subscriber, you take responsibility for fully controlling how your subscription is managed and who can access it. For example:
    • You control access to a subscription. You decide who’s invited to use our services you’ve subscribed to and what kind of access the invited user has. You can change or stop that access at any time
    • You’re responsible for resolving any disputes with any invited users over access to your subscription
    • You’re responsible for all your invited users’ activity
  1. Rules: Whatever your role, when you use Hectre you agree to follow the rules outlined below. Please read them and make sure you understand what you should and shouldn’t do. You and your personnel must use the Services only for lawful purposes and in accordance with Hectre’s operating instructions and Terms of Use, as advised from time to time by us or as noted on our website.

While we can’t cover everything here, we do want to highlight a few examples of things you must not ever do:

    • Undermine the security or integrity of our computing systems or networks.
    • Use our services in any way that might impair functionality or interfere with other people’s use.
    • Access any system without permission.
    • Introduce or upload anything to our services that includes viruses or other malicious code.
    • Share anything that may be offensive, violates any law, or infringes on the rights of others.
    • Modify, copy, adapt, reproduce, disassemble, decompile, reverse engineer or extract the source code of any part of our services.
    • Resell, lease or provide our services in any way not expressly permitted through our services.
    • Repackage, resell, or sublicense any leads or data accessed through our services.
    • Resell or make available our services to any third party or otherwise commercially exploit our services for your own gain or that of any third party Commit fraud or other illegal acts through our services.
    • Act in a manner that is abusive or disrespectful to a Hectre employee, partner, or other Hectre customer. We will not tolerate any abuse or bullying of our Hectre employees in any situation and we’re sure you wouldn’t expect anything less from us.
  1. Your responsibilities: You promise that you’ll keep your information (including a current email address) up to date. You’re responsible for providing true, accurate and complete information and for verifying the accuracy of any information that you use from our services for your legal, tax and compliance obligations. You’re also responsible for protecting your username and password from getting stolen or misused. Our service has minimum password standards but you will ensure that passwords are very strong and not easily guessable. The stronger the password the better!
  2. When we introduce new or revised services: Since we’re always thinking about how to make Hectre the best it can be – seriously, our teams are dedicated to just that – we regularly expand our services. For new or updated services (“Additional Related Services”), there might be additional terms. We’ll let you know what those terms are before you start using those services. The SaaS and the Additional Related Services are together referred to as the “Services”.
  3. What we own: We own everything we’ve put into our services unless otherwise stated and excluding content owned by others. This includes rights in the design, compilation, and look and feel of our services. It also includes rights in all copyrighted works, trademarks, designs, inventions, and other intellectual property. You agree not to copy, distribute, modify or make derivative works of any of our content or use any of our intellectual property rights in any way not expressly permitted by us. If you provide us with comments, ideas or suggestions (“Feedback”) relating to our services, all intellectual property rights relating to the Feedback and anything created as a result of the Feedback (including without limitation, modifications, enhancements or derivative works) are owned solely by Hectre and may be dealt with in any way in its absolute discretion.

 

SaaS (Software as a Service) and supply of services

Here we provide an overview of SaaS and cover off our commitment to supplying you with our services.

  1. SaaS is a software application, intended to be based in the Internet “cloud” and accessible and usable from mobile devices operated by you and your personnel. The Hectre SaaS is described in more detail on the Hectre website. As noted in these Terms of Use, our website may contain amendments to the terms and conditions of use in respect of the SaaS which may also be updated from time to time and are incorporated into this agreement. Hectre agrees to use its reasonable best efforts to provide the Services:
    • in accordance with the Licence Agreement and these Terms of Use and applicable local law;
    • while exercising reasonable care, skill and diligence; and
    • using suitably skilled, experienced and qualified personnel
  1. Software updates (version 2.0, 3.0 etc.) will happen in line with market demand and with the goal of best helping the customers of the Hectre Orchard Management Software at the time that the update is made available.
  2. Our provision of the Services to you is on a non-exclusive basis. Nothing in this agreement prevents Hectre from providing the Services to any other person or entity.
  3. Procurement: Hectre is responsible for procuring all underlying IT infrastructure, including any third-party software or cloud applications to provide the Services. You are responsible for the procurement of any third-party hardware and software in order to use the Services.
    • You may request Hectre to procure third-party hardware on your behalf in order to use the Services, whereby;
    • We will on charge procurement fees to be paid up front, prior to procurement;
    • A reasonable mark-up will be applied to Hardware procurement costs to account for time spent, managing vendor and supplier relationships and logistics.
    • Any warranties on hardware procured on your behalf will be at the discretion of the supplier at the time of purchase

Pricing and payments

Unless you’ve been provided with a special offer, you’ll need to pay for a subscription based on the pricing of your selected plan noted in your License Agreement or other subsequent written agreements with Hectre.

  1. Trial subscriptions: When you first sign up, there may be a paid trial available, based on the terms specified at the time. If you choose to continue using our services after the trial, you will be billed in line with your license agreement. If you choose not to continue using our services following a trial, no further subscriptions are payable.
  2. Hectre pricing plans: Your use of our services requires you to pay an annual subscription fee based on your license agreement (the subscription fee). The pricing plan consists of the subscription and subscription fees we offered you, including invoicing, payment, auto-renewal and cancellation terms. As with any other changes to our terms, changes to the pricing plan won’t apply retrospectively and, if we make changes and you’re a subscriber, we’ll notify you by email of these changes. Depending on your region, subscription fees may be inclusive or exclusive of transactional taxes where relevant (like VAT and GST), as reflected in your license agreement.
  3. Measurements: Prior to signing the License Agreement, you will confirm to Hectre in writing, the aggregate acres OR hectares (or bins or other measures in relation to Spectre) that will be subject to the subscription fee. You acknowledge and confirm that accurate confirmation of these measures in accordance with this clause, is a material term of this agreement. The subscription fee may differ in future, based on your change in acres or hectares under operation. In good faith, it is agreed any substantial changes in acres/hectares under operation will be communicated by you to Hectre, as and when they occur.
  4. Onboarding Fees: A one off setup fee may apply to assist with set up of orchard data, payroll administration, and for training your staff for using Hectre. Any Onboarding Fees will be communicated to you in writing.
  5. Invoicing: We will provide you with valid invoices annually up front for subscription fees due and payable for the following 12 month period. You must pay the subscription fee to the direction of Hectre in cleared funds without any set off or deduction within 7 days following receipt of invoice. You are responsible for paying all other external fees and taxes associated with the use of the services wherever levied. This includes withholding tax if it applies, unless we already process that withholding tax. We may collect geographical location information to determine your location, which may be used for tax purposes. This means location information you give us must be accurate for tax residency purposes.
  6. Importance of timely payments: In order to continue accessing our services, you need to make timely payments based on the license agreement you have signed and the invoices you have received from us. If we don’t receive timely payments, we may suspend access to your subscription until the payment is made and charge interest as noted below.
  7. Interest: We may charge interest on overdue amounts. Interest will be calculated from the due date to the date of payment (both inclusive) at an annual percentage rate equal to the corporate overdraft reference rate (monthly charging cycle) applied by the Hectre’s primary trading bank as at the due date plus 2% per annum.

Data use and privacy

Hectre uses your data to provide our services to you. Our privacy policy is an important part of these terms and describes in more detail how we deal with personal data, like your name and email address.

  1. Data: Means all data, content and information (including “personal information”, as that term is defined in the Privacy Act 1993) owned, held, used or created by or on behalf of you that is stored using, or inputted into, the Services. Hectre may require access to the Data to exercise its rights and perform its obligations under this agreement and to the extent that this is necessary, we may authorise a member or members of our team to access the Data for this purpose. Hectre will take standard industry measures to back up all Data stored using the Services.
  2. Use of data: When you enter or upload your data into our services, we don’t own that data but you grant us a licence to use, copy, transmit, store, analyse, and back up all data you submit to us through our services, including personal data of yourself and others, to: enable you to use our services; allow us to improve, develop and protect our services; create new services; communicate with you about your subscription; and send you information we think may be of interest to you based on your marketing preferences.
  3. Anonymised statistical data: When you use our services, we may create anonymised statistical data from your data and usage of our services, including through aggregation. Once anonymised, we may use it for our own purposes, such as to provide and improve our services, to develop new services or product offerings, to identify business trends, to provide industry and associated parties with insights and for other uses.
  4. Data breach notifications: Where we think there has been unauthorised access to personal data inside your subscription, we’ll let you know and give you information about what has happened. Depending on the nature of the unauthorised access, you may be required to assess whether the unauthorised access must be reported to a relevant authority. We think you’re best placed to make this decision, because you’ll have the most knowledge about the personal data stored in your subscription.

Confidential information

We take reasonable precautions to protect your confidential information and expect that you’ll do the same for ours.

  1. Keeping it confidential: While using our services, you may share confidential information with us, and you may become aware of confidential information about us. You and we both agree to take reasonable steps to protect the other party’s confidential information from being accessed by unauthorised individuals. You or we may share each other’s confidential information with legal or regulatory authorities if required to do so.
  2. Confidentiality does not apply to Hectre if we are required as part of a bona fide sale of its business (assets or shares, whether all or some) to a third party, provided that Hectre enters into a confidentiality agreement with the third party on terms no less restrictive than contained in these Terms of Use.

Security

We take security seriously and you should too!

  1. Security safeguards: We’ve invested in technical, physical and administrative safeguards to do our part to help keep your data safe and secure. While we’ve taken steps to help protect your data, no method of electronic storage is completely secure and we cannot guarantee absolute security. We will notify you if there appears to be unauthorised access to your account and we may also restrict access to certain parts of our services until you verify that access was by an authorised user.
  2. Account security features: We may introduce security features to make your account more secure. Depending on where you are in the world or what services you’re using, we may require you to adopt some of these features. Where we make the use of security features optional, you’re responsible (meaning we’re not liable) for any consequences of not using those features.
  3. Playing your part to secure your data: You have an important part to play by keeping your login details secure, not letting any other unauthorised person use them, and by making sure you have strong security on your own systems. If you realise there’s been any unauthorised use of your password or any breach of security to your account or email address linked to your account, you need to let us know immediately.

Apps and third-party products

To help make your Hectre experience even more beautiful, the Hectre ecosystem may include apps and other products and services made available by trusted partners.

  1. Other services: Some of our future services may be provided through other companies’ services. These companies may have additional terms that apply to you.
  2. Third-party products: Along with the use of our services, you may use data, services and apps from other companies (third-party products). Any third party providing a third-party product is a provider and is independent of us, so be aware that a provider may also charge you fees in addition to what you pay us.
  3. Third-party terms and descriptions: Third-party products are subject to terms and conditions and privacy notices set by their providers. These include how the provider will use your data that you make available to them. Be sure to read and make sure you agree to their terms and conditions and understand their approach on personal and non-personal data before you connect to them. The descriptions of third-party products that we publish, and any associated links, have been provided to us by the providers. While we make reasonable efforts to check the accuracy of the descriptions and pricing, the providers are solely responsible for any representations contained in those descriptions. We don’t assume any responsibility for third-party products.
  4. Use of your data to connect you to third party products: If you choose to connect your subscription to third-party products, we will use your personal data for that connection. Where we receive data as a result of that connection, we will use that data in line with our privacy policy and these terms.
  5. Payments to Hectre: Just so you know, some third-party providers may pay Hectre a fee that may be related to: referrals from Hectre; revenue made by the provider; or data that the providers access about you through our services with your consent.

Maintenance, downtime and data loss

We really try to minimise any downtime, but sometimes it’s necessary so we can keep our services updated and secure. You also may have occasional access issues and may experience data loss, so backing up your data is important.

  1. Availability: We strive to maintain the availability of our services on a 24/7 basis. On occasion, we need to perform maintenance and/or development on our services, and this may require a period of downtime. We try to minimise any such downtime. Where planned maintenance is being undertaken, we’ll attempt to notify you in advance via email, app notifications or postings on our website.
  2. Access issues and Data loss: You know how the internet works – occasionally you might not be able to access our services and your data. This might happen for any number of reasons, at any time. Data loss is an unavoidable risk when using any technology. You’re responsible for maintaining copies of your data entered into our services. Whatever the cause of any downtime, access issues or data loss, your only recourse is to discontinue using our services.
  3. Problems and support: If you have a problem, please contact our team or refer to support articles made available to you via our newsletter or website
  4. Modifications: We frequently release new updates, modifications and enhancements to our services, and in some cases we may discontinue features. Where this occurs, we’ll notify you where practical (for example, by email, on our blog, or within our services when you log in).

Do’s and don’ts

This section is super important because it outlines how you can (and can’t) use our services. Some of the most important ones are outlined in clause 8 under “Rules”. Much of it will be common sense.

  1. Feedback: We love your feedback and may use it without restriction for testimonials, marketing purposes and more, especially if it’s awesome!
  2. Help using our services: We provide a lot of guidance and support to help you use our services. You agree to use our services only for lawful business purposes and in line with the instructions and guidance we provide.
  3. No-charge or beta services: Occasionally we may offer a service at no charge – for example a beta service, or a time-limited trial account. Because of the nature of these services, you use them at your own risk.

Termination

You can terminate your subscription with three month’s written notice. We may terminate your subscription as well with the same notice. If you violate these terms, we may terminate your subscription immediately.

  1. Subscription period: Your subscription continues for the period covered by the subscription fee paid or payable. At the end of each billing period, these terms automatically continue for a further period of the same duration as the previous one, provided you continue to pay the subscription fee in accordance with the current pricing plan. You may choose to terminate your subscription at any time by providing three month’s written notice in advance. You’ll still need to pay all relevant subscription fees.
  2. Termination by Hectre: Hectre may choose to terminate your subscription at any time by providing you with three month’s written notice in advance. Hectre may also terminate or suspend your subscription or access to all or any data immediately if:
  • you breach any of these terms and do not remedy the breach within 14 days after receiving notice of the breach,
  • you breach any of these terms and the breach cannot be remedied,
  • you fail to pay subscription fees, or
  • you or your business become insolvent, your business goes into liquidation or has a receiver or manager appointed over any of its assets, you become insolvent or make any arrangement with your creditors or become subject to any similar insolvency event in any jurisdiction.
  1. No refunds: No refund is due to you if you terminate your subscription or Hectre terminates it in accordance with these terms.
  2. Retention of your data: Once a subscription is terminated by you or us, it is archived and the data submitted or created by you is no longer available to you and it may be retained by Hectre.

Liability and indemnity

This section is important as it outlines liability terms between us and both subscribers and invited users, so we urge you to read it closely and in full.

  1. You indemnify us: You indemnify us against all losses, costs (including legal costs), expenses, demands or liability that we incur arising out of, or in connection with, a third-party claim against us relating to your use of our services or any third-party product (except as far as we’re at fault).
  2. Disclaimer of warranties: Our services and all third-party products are made available to you on an “as is” basis. Subject to the exclusion in section 49, we disclaim all warranties, express or implied, including any implied warranties of non-infringement, merchantability and fitness for a particular purpose.
  3. Limitation of liability: Other than liability that we can’t exclude or limit by law, our liability to you in connection with our services or these terms, in contract, tort (including negligence) or otherwise, is limited as follows:
  • We have no liability arising from your use of our services for any loss of revenue or profit, loss of goodwill, loss of customers, loss of capital, loss of anticipated savings, legal, tax or accounting compliance issues, damage to reputation, loss in connection with any other contract, or indirect, consequential, incidental, punitive, exemplary or special loss, damage or expense.
  • For loss or corruption of your data, our liability will be limited to taking reasonable steps to try and recover that data from our available backups.
  • Our total aggregate liability to you in any circumstances is limited to the total amount you paid us for your subscription in the 12 months immediately preceding the date on which the claim giving rise to the liability arose.

Disputes

We love great relationships, but if things go wonky, this section outlines how disputes may be resolved.

  1. Dispute resolution: Most of your concerns can be resolved quickly and to everyone’s satisfaction by contacting our team. If we’re unable to resolve your complaint to your satisfaction (or if we haven’t been able to resolve a dispute we have with you after attempting to do so informally), you and we agree to resolve those disputes through binding arbitration or small claims court instead of in courts of general jurisdiction. You and we agree that any dispute must be brought in the parties’ individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Before taking any action (including court action) each party must use its best efforts to resolve any disputes through good faith negotiations.

Important housekeeping

Here we set out some additional terms. Take a read as they cover important issues.

  1. Events outside our control: We do our best to control the controllables. We aren’t liable to you for any failure or delay in performance of any of our obligations under these terms arising out of any event or circumstance beyond our reasonable control.
  2. Notices: Any notice you send to Hectre must be sent to hi@hectre.com . Any notices we send to you will be sent to the email address you’ve provided us with.
  3. Exclusion: In some places, there may be non-excludable warranties, guarantees or other rights provided by law (non-excludable guarantees). They still apply – these terms do not exclude, restrict or modify them. Except for non-excludable guarantees and other rights you have that we cannot exclude, we’re bound only by the express promises made in these terms. Our liability for breach of a non-excludable guarantee is limited, at our option, to either replacing or paying the cost of replacing the relevant service (unless the non-excludable guarantee says otherwise).
  4. Relationship between the parties; assignment: Nothing in these terms is to be construed as constituting a partnership, joint venture, employment or agency relationship between you and us, or between you and any other subscriber or invited user. You’re solely responsible for resolving disputes between you and any other subscriber or invited user. Hectre may assign these terms – or any of our rights or obligations in these terms – to another Hectre entity as it deems appropriate. Hectre entities are the companies controlled by or under common control with Hectre Group Limited (a New Zealand company with company number 6264542).
  5. Changes to these terms: We sometimes will decide to change these Terms of Use. But don’t worry, changes won’t apply retrospectively and, if we make changes, we’ll make every effort to let you know. You can keep track of changes to our terms by referring to the version and the date last updated at the top of the terms. Generally, we endeavour to provide you with 30 days’ notice of material changes before they become effective, unless we need to make immediate changes for reasons we don’t have control over. When we notify you, we’ll do it by email or by posting a visible notice through our services. If a change isn’t material, we may not notify you. If you find a modified term unacceptable, you may terminate your subscription by giving the standard advance notice to Hectre.
  6. Enforcement of terms and Interpretation: If there’s any part of these terms that either one of us is unable to enforce, we’ll ignore that part but everything else will remain enforceable. Words like ‘include’ and ‘including’ are not words of limitation and where anything is within our discretion, we mean our sole discretion.
  7. Your License Agreement and these Terms of Use are governed by and shall be interpreted in accordance with the laws of New Zealand. Each party submits to the jurisdiction of New Zealand in relation to any dispute in connection with such.

You’ve made it to the end. Thanks for reading our Terms of Use!