SMX Limited Terms and Conditions

These Terms & Conditions ("Ts & Cs") apply to the material on this website and to all products and services offered by SMX Ltd ("SMX", "we", "us", "our"). "You" and "your" refer to any user of products and/or services offered by SMX ("Offerings"). "Systems" refers to the communication equipment, computer resources and the data stored on them.

By using the Offerings, you accept and agree to these Ts & Cs.

1. Changes

(a) SMX is entitled to at anytime change/update:

1. these Ts & Cs; and
2. any of the Offerings.

(b) SMX will advise you of any such changes and by continuing to use the Offerings following such notification you will be deemed to have accepted them.

2. Your obligations and responsibilities

You agree to the following:

(a) You shall ensure that:

1. any Offerings acquired by you are used only for your personal or your legitimate business purposes;
2. anyone using Offerings acquired by you is aware of and complies with these Ts & Cs;
3. no Offerings acquired by you are transferred (by any means) to any third party;
4. all information provided by you or on your behalf to SMX is accurate, current and complete; and your account ID, login ID, username and password are secure;

(b) You are responsible and liable for any authorised or unauthorised use of any Offerings acquired by you;

(c) You shall inform SMX as soon as you become aware of any unauthorised or suspicious activity relating to use of the Offerings, or if you believe the security of your account has been compromised in any way;

(d) You are entitled to trial the Offerings for 14 days at no cost (“Trial Period”); unless you notify SMX before the end of the Trial Period that you do not wish to continue to receive the Offerings beyond the Trial Period, SMX shall be entitled to invoice you at its current rate in return for continuing to supply you with the Offerings; and

(e) You shall pay for all Offerings within 14 days of being invoiced ("Payment Date"). You must pay interest on any amounts remaining unpaid after the Payment Date at the rate of 5% interest per month. You must pay all costs and expenses (including legal and/or debt collection agency costs) we incur in enforcing or attempting to enforce our rights under this clause.

3. No warranties

In relation to the Offerings, SMX excludes to the extent permitted by law, all warranties, terms and conditions (including without limitation, warranties and conditions as to fitness for purpose and merchantability), whether express or implied by statute, common law or otherwise.

4. Limitation of liability

SMX shall not have any liability or responsibility for any loss, damage or injury, whether arising in contract, tort, equity or otherwise, which does not flow directly or naturally (ie in the ordinary course of things) from a breach of these Ts & Cs, including, in each case, consequential loss of business or profits or other loss. SMX shall only be liable for losses (excluding loss of business or profits) which flow directly or naturally from a breach of these Ts and Cs up to a maximum of the amount paid by you to us during the two months immediately preceding the breach concerned.

5. Intellectual property

(a) You acknowledge that SMX (or its suppliers) is the sole owner of all rights (including intellectual property rights) in the Offerings.

(b) You shall not, nor may you permit any other person to:

1. copy, alter, modify, reproduce, reverse assemble, reverse compile or enhance the Offerings;
2. alter, remove or tamper with any trademarks, any patent or copyright notices, or any confidentiality, proprietary or trade secret, legend or notice, or any numbers, or other means of identification used on or in relation to the Offerings;
3. make any of the Offerings available to any person other than your employees without our prior written consent; or
4. do any act that would or might invalidate or be inconsistent with our intellectual property rights.

(c) You shall, at our expense, take all such steps as we may reasonably require to assist us to maintain the validity and enforceability of our intellectual property rights.

(d) you shall notify us of any actual, threatened or suspected infringement of our intellectual property rights and of any claim by any third party that any use of the Offerings infringes any rights of any other person, as soon as that infringement or claim comes to your notice. You shall, at our expense, do all such things as may reasonably be required by us to assist us in pursuing or defending any proceedings in relation to any such infringement or claim.

(e) You shall indemnify us against any losses, costs, expenses, demands or liability whether direct, indirect, consequential or otherwise, and whether arising in contract, tort (including in each case negligence), or equity or otherwise, arising out of a claim by a third party alleging infringement of that third party's intellectual property rights if such claim arises from infringement, suspected infringement or alleged infringement due to a breach by you of clause 5(b) of these Ts & Cs.

6. Confidential information

(a) You acknowledge that information disclosed to you by us in relation to the Offerings is confidential ("Confidential Information").

(b) You may not use or disclose any Confidential Information other than:

1. to your employees to the extent necessary; or
2. with our express prior written consent; or
3. to your professional advisers.

(c) You agree to implement such security arrangements as may be necessary to ensure that the secrecy of the Confidential Information is preserved.

(d) You shall indemnify us against any losses, costs (including solicitor and client costs), expenses, demands or liability whether direct, indirect, consequential, or otherwise and whether arising in contract, tort (including in each case negligence), or equity or otherwise incurred as a result of any unauthorised disclosure or use of the Confidential Information by you or anyone acquiring such Confidential Information from you.

(e) By providing you with an account ID, login ID or username, SMX does not relinquish any rights to the account ID, login ID or username, and your use of them shall not create any rights to them.

7. Termination

(a) Subject to clause 2(d) of these Ts & Cs, you must give us at least 90 days notice ("Notice Period") in writing to terminate any Offerings being supplied to you. We are entitled to continue to invoice you up to the expiry of the Notice Period and you shall pay all amounts so invoiced.

(b) We are entitled to immediately terminate any Offerings being supplied to you by giving notice in writing to you ("Notice of Termination")If termination by us:

follows:

1. a breach by you of these Ts & Cs that is incapable of remedy; or
2. your failure to remedy a breach of these Ts & Cs that is capable of remedy, within 7 days of written notice of that breach having been given to you; or
3. the commencement of your liquidation or insolvency (except for the purposes of solvent amalgamation or reconstruction) or the appointment of a receiver, statutory manager or trustee of your property or an assignment for the benefit of your creditors or execution being levied against you or you compounding or compromising with your creditors or being unable to pay your debts in the ordinary course of business,

we shall be entitled (in addition to any other remedies we may have against you) to invoice you for a sum equivalent to a further month's Offerings. If you have committed to a minimum time period for a particular Offering, you will continue to be charged and pay for all relevant fees until the minimum time period expires.

(c) On termination, SMX will discontinue delivery of any Offerings to you and remove all data connected with such Offerings from its Systems.

8. General

(a) These Ts & Cs and any agreement arising out of them shall be governed by New Zealand law, and the parties submit to the non-exclusive jurisdiction of the courts of New Zealand.

(b) Any dispute or difference arising out of or in connection with these Ts & Cs, including any question regarding the existence, validity or termination of any agreement arising out of them, shall be referred to and finally resolved by arbitration in New Zealand in accordance with New Zealand law and the current Arbitration Protocol of the Arbitrators' and Mediators' Institute of New Zealand Inc ("AMINZ"). The arbitration shall be by one arbitrator to be agreed on by the parties or if they should fail to agree within 21 days from the date on which the dispute arises, then to be appointed by the President of AMINZ.

9. Contact

We will contact you at your electronic address unless otherwise requested. Please contact us at our electronic address: info@smxemail.com.