1. Introduction

 

1.1 - Welcome to the online self-service portal ("Portal") of Spark Digital and Spark Business, each a division of Spark New Zealand Trading Limited, where existing Spark Digital and Spark Business clients, authorised Spark Digital and Spark Business dealers and third parties are able to collaborate, manage and order selected business apps and  Spark products and services.

1.2 - These My Spark Digital Terms and Conditions  and the terms and conditions of your existing agreements with Spark Digital or Spark Business (or, if you do not have any existing agreements with Spark Digital or Spark Business, then Spark Digital’s General Terms apply to all of the goods, products and services (including collaboration services) that Spark Digital or Spark Business provides via the Portal. In the event of any conflict or inconsistency between these My Spark Digital Terms and Conditions and your Existing Agreements, these My Spark Digital terms and Conditions will prevail to the extent of such conflict or inconsistency.

1.3 - Spark Digital may amend the My Spark Digital Terms and Conditions from time to time. Amendments will be effective immediately upon posting of the amended terms and conditions on this website. You are responsible for ensuring you are familiar with the latest My Spark Digital Terms and Conditions. Your continued use of the Portal represents your agreement to be bound by the amended My Spark Digital Terms and Conditions.

 

2. Services

 

2.1 - You may be assigned one, or a combination, of the following services available through the Portal:

(a) Spark Digital Share

(b) Management of Existing Services

(c) Ordering of Products or Services

(d) Business Apps

 

3. Access

 

3.1 - A User ID will be created for you and you will be required to set a password before you can access and use the Portal (“Login Credentials”).

3.2 - You must keep your Login Credentials confidential and secure at all times and you accept responsibility for any unauthorised use where you fail to keep your Login Credentials confidential and secure.

3.3 - You are responsible for the use of your Login Credentials that you provide to any third parties including your employees and any other users you authorise to access the Portal.

 

4. Spark Digital Share

 

Where you have been assigned the ability to access the Portal to use Spark Digital Share the following provisions will apply:

 

4.1 - Subject to the below terms , Spark Digital will ensure all documents or information you upload, transmit, post or otherwise make available through Spark Digital Share (“Documents”) will be kept secure and confidential.

4.2 - You can nominate as many users from your organisation as you require to access your Documents. You acknowledge that where you nominate a user to access your Documents you are responsible for ensuring that for any users other than Spark Digital, that they keep your Documents secure and confidential.

4.3 - You will not make available Documents that are misleading; defamatory; contain offensive language or material; breach any laws, standards or codes; infringe the rights of any third parties; or otherwise expose Spark Digital to any risk of a legal claim or prosecution. You will ensure that your Documents do not contain any virus or any other malicious code that could corrupt other users’ data or systems. Any Documents you access through Spark Digital Collaboration are done so on as “as is” basis and Spark Digital accepts no responsibility for the content or otherwise of any Documents.

4.4 - Where, in Spark Digital’s reasonable opinion, you are in breach of your obligation in 4.3, you authorise Spark Digital to remove any infringing Documents. Spark Digital will have no liability to you if we remove infringing Documents. You should ensure that you keep copies of all Documents you upload to the Spark Digital Collaboration platform.

 

5. Management of Services

 

Where you have been assigned the ability to access the Portal for Management of Services you will be responsible for any changes you make to the relevant Service through the Portal.

 

6. Purchasing Products or Services

 

Where you have been assigned the ability to access the Portal to purchase products or services the following provision will apply:

 

6.1 - When you place an order or services request through the Portal you are unable to cancel the order unless you obtain the prior consent of Spark Digital or Spark Business, or clause 8.2 applies. The placement of an order or service request does not constitute acceptance of your order. Your order will be accepted when you receive an acceptance either online after placing your order or an email confirmation from us, or upon dispatch of the relevant products or performance of the relevant services (whichever occurs first). Acceptance of orders is at the sole discretion of Spark Digital or Spark Business and an order is not binding upon Spark Digital or Spark Business until it is accepted.

 

7. Business Apps

 

Where you have been assigned access to Spark Digital Apps to purchase applications, in addition to section 6 above, the following provisions will apply:

 

7.1 - Data Collection and Use Practices: The Business Apps Privacy Policy describes the manner in which data is collected, used and disclosed in the operation of the Business Apps Portal (“Apps Portal”). Please ensure you read this carefully.

7.2 - Terms of Purchase: The products and services offered on the Apps Portal are made available by third party providers that are not affiliated with Spark Digital, Spark Business or their Apps Portal provider, AppDirect Inc (“AppDirect”) and you agree that neither Spark Digital, Spark Business nor AppDirect are responsible for these third party products and services. Purchases of access to third party products and services are subject to that third party’s terms of use which you will have the opportunity to review and accept before processing your transaction. You agree to abide by the applicable third party terms of use.

7.3 - Ownership; Proprietary Rights: AppDirect retains all right, title and interest in and to the Apps Portal and reserves all rights not expressly granted in these My Spark Digital Terms and Conditions.

7.4 - Warranty Disclaimer: Spark Digital and Spark Business make no warranties on behalf of AppDirect. All warranties, representations or conditions relating to the Apps Portal (whether express, implied or whenever arising) whether originating in statute, law, trade, custom, or otherwise that would (but for this clause) apply, are expressly excluded by Spark Digital, Spark Business and AppDirect to the fullest extent permitted by law.

7.5 - Limitation of Liability and Damages:

You agree that:

(a) AppDirect shall not have any direct liability to you in respect of any matter, including (without limitation) liability for the products and services offered on the Apps Portal or liability in respect of the Apps Portal itself; and

(b) These My Spark Digital Terms and Conditions are intended to confer benefits on AppDirect and to create obligations on you which are enforceable at the suit of AppDirect whether by way of defence or otherwise pursuant to the provisions of the Contracts (Privity) Act 1982. You acknowledge and agree that AppDirect is a third party beneficiary of the My Spark Digital Terms and Conditions and is entitled to enforce them as if it were a party to these terms and conditions.

 

 

8. Prices

 

8.1 - The prices listed on this Portal are exclusive of GST unless otherwise stated. If prices are not specified for any products or services available on this Portal (excluding any service identified in the Portal as not incurring any charges), and you have an existing agreement with Spark Digital or Spark Business, the prices specified in the existing agreement which you have with Spark Digital or Spark Business will apply to those products or services. We will advise you if delivery costs are applicable

8.2 - The prices listed on this Portal may be altered at any time and all products and services are sold subject to the prices applying at the time that Spark Digital or Spark Business accepts your order. If the price applying at the time that Spark Digital or Spark Business accepts your order is greater than the price listed on this Portal when you submitted your order, the greater price will apply unless within 24 hours of receiving email confirmation you notify Spark Digital or Spark Business that you wish to cancel your order.

 

9. Prohibited use and termination

 

9.1 - You are prohibited from using this Portal for any unlawful purpose or in contravention of these terms and conditions.

9.2 - Without limiting any other rights and remedies available to Spark Digital or Spark Business, Spark Digital and Spark Business may limit your activities on the Portal, remove you from the Portal, issue a warning to you, suspend or terminate your status as a  user of the Portal, cancel any order which it has accepted, or refuse to provide any other products or services to you, if you breach these terms and conditions, the Spark Digital website legal disclaimer and/or your existing agreement with Spark Digital or Spark Business or otherwise where Spark Digital or Spark Business considers it appropriate.

 

 

10. Liability

 

10.1 - In relation to the provision of goods, products and services by Spark Digital or Spark Business (including collaboration services) the liability of the parties is governed by your Existing Agreements.

10.2 - Your use of this Portal is at your own risk. While Spark Digital has endeavoured to supply accurate information on this Portal, Spark Digital, its officers, employees, advisors and agents do not warrant its accuracy, adequacy, currency or completeness, or that it is suitable for your intended use. The Portal, content and materials are provided on an “as is” and “as available” basis. Under no circumstances, including but not limited to negligence, shall Spark Digital be liable for your reliance on any such information nor shall Spark Digital be liable for any direct, incidental, special, consequential, indirect or punitive loss or damages that result from the use of, or the inability to use, this Portal.

10.3 - Spark Digital will use its reasonable endeavours to ensure the availability of the Portal, subject to any downtime required for maintenance. However, Spark Digital take no responsibility for any Portal unavailability, or for any loss that is incurred as a result of the Portal or any services contained on the Portal being unavailable. Further, Spark Digital assume no responsibility for the corruption of any data or information held by Spark Digital.

 

 

11. Newsletters and other communications

 

11.1 - Spark Digital and Spark Business may send you emails relating to your activities on the Portal, and for promoting and marketing the Portal. Spark Digital and Spark Business may also send you regular electronic newsletters. Newsletters will contain clear and obvious instructions for how you can unsubscribe from the mailing list.