Introduction 

These Terms and Conditions (the "Agreement") govern the use of the SwiftCorrect software (the "Software"), an on-premise vendor data cleansing tool for ABBYY Vantage. This Agreement is a binding contract between the entity or organisation licensing the Software ("Customer" or "you") and Kiwi Systems Ltd ("Company", "we", or "us"), the provider of the Software. By installing, accessing, or using SwiftCorrect, you confirm that you are a business customer and you agree to be bound by this Agreement. If you do not agree to these terms, you must not install or use the Software.

1. License Grant and Subscription Terms

1.1 License Grant. Subject to the terms of this Agreement and your payment of all applicable fees, we grant you a limited, non-exclusive, non-transferable license to install and use the SwiftCorrect Software on your own premises for your internal business purposes. This license allows use of the Software only within your organisation and only in accordance with any usage limits or parameters specified in your order or subscription plan (if any). All rights not expressly granted to you are reserved by the Company.

1.2 Subscription Model. The Software is licensed on a subscription basis. Your subscription will include a one-time onboarding/setup fee and recurring monthly subscription fees (or such other billing period as stated in your order). The subscription must be active (fees paid and current) for you to have continuing rights to use the Software. The license term begins when the Software is delivered or activated for your use and continues on a month-to-month basis (unless a different term is specified in your order), renewing automatically upon each payment of the monthly fee. We or you may choose not to renew the subscription as described in the Termination section below.

1.3 License Restrictions. You agree to use the Software only as permitted in this Agreement. Except as expressly allowed by us in writing or by law, you must not:

    - Copy or Distribute: Copy, distribute, or divulge the Software to any third party, except that you may make a reasonable number of backup copies for disaster recovery purposes. All copies must retain the Software’s proprietary notices.

    - Modify or Derive: Modify, adapt, or create derivative works based on the Software. You shall not alter or remove any copyright, trademark, or proprietary notices in the Software.

    - Resell or Sublicense: Rent, lease, lend, sell, sublicense, assign, or transfer the Software or make it available to third parties (except your authorised employees or contractors for your internal use). The Software is licensed only to you as the Customer and may not be shared outside your organisation.

    - Reverse Engineer: Decompile, disassemble, or reverse engineer the Software, or attempt to derive its source code, except to the limited extent allowed by applicable law, notwithstanding this restriction.

    - Competitive Use: Use the Software to build a competing product or service, or use it in any manner that infringes or misappropriates our intellectual property or that of any third party. Any breach of these license restrictions is a material violation of this Agreement and may result in immediate termination of the license.

2. On-Premise Deployment and Customer Responsibilities

2.1 On-Premise Deployment Only. SwiftCorrect is provided for on-premises deployment only, meaning it is installed and runs on systems under your control. This Software is not offered as a cloud-based or hosted service by the Company. You are responsible for providing the hardware, virtualisation, operating environment, and any third-party software (such as ABBYY Vantage platform components) necessary to install and operate SwiftCorrect on your premises. We will supply the Software (for example, as an executable installer or package), but you are solely responsible for the installation, configuration, and integration of the Software within your IT environment.

2.2 Data Stays on Your Systems. All data that you input into or process with the Software remains on your systems. The Company does not collect, receive, or store your business data processed by the Software during its operation. You acknowledge that it is your responsibility to manage and secure any data used with the Software in compliance with your own data retention and privacy policies.

2.3 Customer Responsibilities. Because SwiftCorrect runs in your environment, you bear responsibility for maintaining that environment and the operation of the Software. This includes (but is not limited to):

    - System Requirements: Ensuring your servers and network meet the minimum requirements and prerequisites for running the Software (as may be provided in our documentation).

    - Installation and Maintenance: Properly installing the Software and promptly applying any updates, patches, or new releases we provide. (We will make commercially reasonable efforts to inform you of available updates, but it is your responsibility to install them.)

    - Security and Backups: Keeping your environment secure (including implementing proper access controls for the Software) and performing regular data backups. The Company is not responsible for any data loss or security breaches on your systems.

    - Operational Support: Monitoring the Software’s performance in your environment and notifying us of any issues that may require our support (as per Section 3). Day-to-day operation and management of the Software (such as starting/stopping services, managing user access, etc.) is handled by your team.

By using on-premise deployment, you acknowledge that uptime and availability of the Software are largely dependent on your systems. We do not guarantee any particular uptime or performance levels, since we do not control the operating conditions on your premises.

3. Support Services

3.1 Support Scope. We will provide reasonable support for the Software via email only. Support is available for issues related to installation, usage guidance, and error reports for the current version of SwiftCorrect. Our support does not include on-site services or direct remote administration of your systems, but we will assist you in diagnosing and resolving software-related problems through email communications.

3.2 Support Hours. Email support is offered during New Zealand business hours, typically 9:00 am to 5:00 pm Monday to Friday (NZT, excluding New Zealand public holidays). You may contact our support team at the designated email address (e.g., [email protected] or the contact provided in your order documentation). We will respond to support inquiries as soon as reasonably possible, generally within the next business day. However, we do not guarantee any specific response time or resolution time.

3.3 Conditions for Support. In order to receive support, you must have an active subscription (i.e., your account must be current on payment). We may require you to provide sufficient information about the issue (including error logs, screenshots, or descriptions of your environment) to assist in troubleshooting. Support may be limited to the most recent version of the Software – if you are running an out-of-date version, we might ask you to upgrade as part of the resolution process. All support will be conducted in English via email communication.

3.4 No Guaranteed Fix or Uptime. While we will make good faith efforts to help resolve problems, we cannot promise that every issue will be fixed or can be resolved to your satisfaction. We do not warrant that the Software will be error-free or that we will be able to correct all errors. See Section 7 (Disclaimer of Warranties) for important limitations. Additionally, since the Software operates on your infrastructure, we are not responsible for any downtime or unavailability – it is your responsibility to maintain system uptime, with our support limited to addressing software malfunctions.

4. Data Collection and Privacy

4.1 Minimal Customer Data Collection. The Company respects your privacy and does not collect any of your business data processed by the SwiftCorrect Software. We do not access your vendor records, invoices, or any other operational data that you use the Software for. The Software runs locally in your environment, and aside from license verification or activation processes (if any), it does not transmit your content to us.

4.2 Information You Provide. In connection with your subscription, we will collect and maintain only limited business contact information from you, primarily for billing, account management, and support purposes. This information is generally restricted to: (a) your company or organization name; (b) your business registration or tax identification number (if required for invoicing or compliance, e.g., GST/VAT number); and (c) the name and contact details (email, phone) of a designated contact person for the account. We will not collect any personal data beyond what is necessary for these purposes.

4.3 Use of Collected Information. Any information we collect as described above will be used solely for administering your account, providing support, processing payments, and communicating with you about the Software (such as sending important notices or updates). We will handle this information in accordance with applicable data protection laws. We do not sell, rent, or share your provided contact information with third parties for marketing purposes.

4.4 Privacy and Compliance. Both parties agree to comply with applicable privacy laws in relation to personal information exchanged under this Agreement. You represent that any personal data you input into the Software (if any) has been collected and processed by you in compliance with relevant laws (for example, you have any necessary consents from individuals). Since we do not receive your operational data, you are responsible for managing that data in compliance with privacy and data localisation laws in your jurisdiction. If the Company processes any personal information on your behalf (which would be limited to the contact and billing data you provide to us), we will do so in compliance with our Privacy Policy (if one is published) and applicable law. Please contact us if you require a data processing agreement for any personal data provided.

5. Intellectual Property Rights

5.1 Ownership of Software. SwiftCorrect (including all software programs, algorithms, know-how, documentation, and other intellectual property that make up or accompany the Software) is owned by the Company (Connectfy Limited) and its licensors, if any. The Software is licensed, not sold, to you. Except for the limited license rights expressly granted under this Agreement, all rights, title, and interest in and to the Software, including all intellectual property rights (such as copyrights, trade secrets, and any patents or trademarks), remain with the Company and its licensors. You obtain no ownership rights or title to the Software.

5.2 Intellectual Property Protection. You must not remove or obscure any copyright, trademark, or proprietary rights notices on the Software or any related materials. The name “SwiftCorrect”, the SwiftCorrect logo, and any other product or service names or slogans of the Company are trademarks or registered trademarks of the Company (or its affiliates or licensors). This Agreement does not grant you any rights to use the Company’s name or trademarks, except as necessary to identify the Software for permitted use within your business.

5.3 Feedback. If you provide any suggestions, ideas, enhancement requests, recommendations or other feedback regarding the Software to us, you grant us a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate such feedback into our products and services. This means we have the right to use any feedback you give, without any obligation to you, to improve or modify the Software or to develop new products. You agree that any feedback you provide is not confidential and is given voluntarily.

5.4 Third-Party Components. (If applicable) The Software may include or rely on certain third-party software components or integrations (for example, it may work in conjunction with the ABBYY Vantage platform or other systems). Any such third-party components that are included with the Software may be subject to their own license terms, which will be provided with our documentation or installation package. You agree to comply with any relevant third-party license terms. Those third-party owners retain all rights in their software, and they are not parties to this Agreement.

6. Term and Termination

6.1 Term of Agreement. This Agreement and your subscription license to use the Software will commence on the date you first accept this Agreement (for example, by signing an order, clicking “Agree” or by installing/using the Software, whichever comes first) and will continue until terminated as provided herein. The subscription renews on a monthly basis (or according to the billing period in your order) as long as fees are paid, unless earlier terminated.

6.2 Termination by Customer. You may terminate this Agreement and cancel your subscription at any time by providing us with written notice (e.g., via email to our support or sales contact). If you wish to avoid being charged for the next renewal period, you should give notice of termination at least prior to the end of your current subscription period. Upon your termination, you must cease all use of the Software by the end of the period for which you have paid. No refunds will be provided for any prepaid fees covering the remainder of a subscription term after the effective date of termination (unless required by law or expressly agreed by us in writing).

6.3 Termination by Company. We may terminate this Agreement or suspend your license to the Software: (a) for convenience, by providing at least 30 days’ prior written notice to you (for example, if we decide to discontinue the Software or your region’s support for business reasons); (b) if you materially breach this Agreement (including non-payment of fees or violation of license restrictions) and fail to cure that breach within 15 days after we provide notice of the breach; or (c) immediately if you become insolvent, file for bankruptcy, or undergo any similar proceeding, or if you violate Section 1.3 (License Restrictions) in a manner that cannot be remedied. In the case of termination for convenience by us (6.3(a)), if you have prepaid for a period beyond the termination date, we will refund any fees for the unused portion of your subscription. Termination or suspension for cause (6.3(b) or 6.3(c)) will not entitle you to any refund.

6.4 Effect of Termination. Upon termination or expiration of this Agreement for any reason, your rights to use the Software will immediately end. You must promptly uninstall and permanently delete all copies of the Software from your systems, and certify to us in writing that you have done so if we request. Any amounts owed by you prior to termination (including any fees for the subscription period in which termination occurs) remain due and payable. Termination shall not relieve either party of obligations that by their nature are intended to survive, including but not limited to provisions concerning intellectual property ownership, confidentiality (if applicable), warranty disclaimers, limitation of liability, and governing law.

6.5 No Liability for Termination. Neither party will be liable to the other for any damages resulting solely from terminating this Agreement according to its terms. Termination is without prejudice to any rights or remedies that may have accrued up to the date of termination. For example, if you breached the Agreement, we may still pursue legal remedies even after termination.

7. Disclaimer of Warranties

7.1 Software Provided "As Is". The Software is provided "AS IS" and "AS AVAILABLE", without warranty of any kind. To the maximum extent permitted by applicable law, the Company disclaims all warranties and conditions, express or implied, statutory or otherwise, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, non-infringement, title, and any warranties that may arise from course of dealing or usage of trade. We do not guarantee that the Software will meet your requirements, achieve any specific results, be compatible with all combinations of hardware and software, or operate uninterrupted or error-free.

7.2 No Performance Guarantee. You assume all responsibility for the selection of the Software to achieve your intended results and for the use and results obtained from the Software. The Company makes no warranty that the Software’s functions will be uninterrupted or error-free, or that defects will be corrected. We do not warrant that the Software will be available at any particular time (since it is operated in your environment), or that any errors or bugs in the Software can or will be fixed or patched. Any statements about the Software (such as descriptions or performance statements on our website or marketing materials) are for informational purposes only and not a guarantee.

7.3 No Other Warranties. You understand that no employee or agent of the Company is authorised to make any other warranties or representations concerning the Software or services, and that any such additional statements are not binding. Because the Software is provided exclusively for business use on-premises, you bear the risk of using it. Some jurisdictions do not allow the exclusion of certain warranties, so to the extent that a warranty exclusion is not allowed by law, any such warranty is limited in duration to the minimum period permitted by law.

8. Limitation of Liability

8.1 Limited Remedies. To the extent permitted by law, and except for the specific remedies expressly provided to you in this Agreement, your sole and exclusive remedy for any dissatisfaction with the Software or breach of this Agreement by us is to stop using the Software and, if applicable, request termination of your subscription as per Section 6. We do not accept any liability for the results or outcomes of your use of the Software.

8.2 Exclusion of Certain Damages. To the maximum extent permitted by law, the Company will not be liable for any indirect, special, incidental, consequential, or punitive damages of any kind arising out of or related to this Agreement or the use of (or inability to use) the Software. This exclusion applies regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise) and even if we have been advised of the possibility of such damages. In particular, we are not liable for:

    - Loss of profits, revenue, business opportunities, or anticipated savings.

    - Loss of or damage to data, or costs of recovering or reproducing lost data.

    - Business interruption, downtime costs, or inability to conduct business.

    - Any claims or demands against you by any third party (other than those third-party claims for which you are entitled to indemnification under applicable law).

    - Any indirect or consequential losses of whatever nature.

8.3 Cap on Liability. In no event will the Company’s total cumulative liability for all claims arising from or related to this Agreement or the Software (whether in contract, tort, or otherwise) exceed the total amount of fees that you have paid to us for the Software in the twelve (12) months immediately prior to the event giving rise to the claim. If you are in a jurisdiction that does not allow the exclusion or limitation of liability for certain damages, then our liability will be limited to the smallest amount permitted by law. You agree that this limitation of liability is a reasonable allocation of risk and is a fundamental element of the basis of the bargain between you and us – absent this limitation, the pricing and terms would be different.

8.4 Exceptions. The above limitations and exclusions of liability will not apply to the extent prohibited by law. In particular, nothing in this Agreement limits or excludes any liability for death or personal injury caused by a party’s gross negligence or willful misconduct, or for fraud, or any other liability that cannot be excluded under applicable law. However, since this Software is provided for business data processing and does not physically cause injury or property damage, it is understood that such scenarios are unlikely. Each provision of this Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to be severable and independent of any other provision.

9. Business Use Only (No Consumer Rights)

9.1 Business-to-Business Transaction. The Software is offered only for use by businesses and organisations, not for personal, family, or household purposes. You represent and warrant that you are acquiring the Software strictly for use in the conduct of your business or trade, and not as a “consumer” (as that term may be defined under applicable consumer protection laws). This Agreement is a commercial agreement between business entities.

9.2 No Consumer Protections. To the fullest extent permitted under applicable law, any consumer protection laws do not apply to this Agreement or the Software. This includes any rights or remedies that would otherwise be available to you under consumer protection or sale-of-goods legislation. For example (without limitation), you agree that the provisions of the New Zealand Consumer Guarantees Act 1993, the New Zealand Fair Trading Act 1986 (consumer provisions), the Australian Consumer Law, the UK Consumer Rights Act 2015, or any equivalent consumer legislation shall not apply to the supply of the Software or this Agreement, because you are using it for business purposes. If you are located in a jurisdiction that by law does not allow a complete contracting out of consumer protections, then you agree that you are using the Software for commercial purposes and any mandatory consumer rights are hereby waived or limited to the fullest extent allowed.

9.3 No Cooling-Off or Return Rights. Since this is not a consumer transaction, you do not have any “cooling-off” period, right of return, or refund right except as explicitly provided in this Agreement. All sales and subscriptions are final when made, and our obligations are limited to those expressly stated in these terms.

10. Compliance with Laws

10.1 Legal Compliance by Customer. You agree to use the Software in compliance with all laws and regulations applicable to your business and jurisdiction. This includes, but is not limited to, laws relating to data privacy and protection, confidentiality, intellectual property, and export control. You are solely responsible for ensuring that the way you use the Software (and the data you process with it) complies with any legal or regulatory obligations you may have. For example, if you are storing or processing personal information of individuals using SwiftCorrect, you must do so in accordance with privacy laws such as GDPR or others that apply to you. The Company is not liable for your failure to comply with laws that are applicable to your industry or region in the use of the Software.

10.2 No Illegal Use. You must not use the Software for any unlawful purposes, and you may not use it to process any content that is illegal, libellous, or infringes third-party rights. If any license or approval is required for you to import, export, or use the Software (for instance, due to encryption technology or other regulatory reasons), you must obtain that license or approval at your own expense.

10.3 Export Controls. The Software and any technical data related to it may be subject to export control laws or sanctions in certain jurisdictions (for example, the United States or European Union export regulations, if applicable, due to the involvement of ABBYY Vantage or other components). You agree not to export, re-export, or transfer the Software to any prohibited country, entity, or person contrary to such laws. By using the Software, you represent that you are not located in, under the control of, or a national or resident of any country to which export of the Software is prohibited, nor are you on any government list of restricted persons.

10.4 Responsibility for Local Legal Requirements. We make no representation or warranty that the Software or this Agreement complies with the legal requirements of any particular jurisdiction. You acknowledge that it is your responsibility to ascertain and obey all applicable laws, regulations, and ordinances in relation to your use of the Software. If the use of the Software or any feature is prohibited by your laws, you should not use it in that way. The Company will not be responsible if your use of the Software violates any law or regulation. You are advised to seek legal counsel if you have questions about local law compliance in relation to the Software.

11. Governing Law and Dispute Resolution

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of New Zealand, excluding its conflict of laws principles. The U.N. Convention on Contracts for the International Sale of Goods (CISG) does not apply to this Agreement. We choose New Zealand law because the Company is based in New Zealand and we wish to have a consistent legal framework for our Software across all regions.

11.2 Jurisdiction. Both you and the Company agree that any disputes or claims arising out of or relating to this Agreement or the Software shall be subject to the exclusive jurisdiction of the courts of New Zealand. You agree to initiate any legal actions or proceedings only in the competent courts located in New Zealand (for example, the courts of Auckland, New Zealand, unless another city is specified by the Company). Notwithstanding the foregoing, the Company reserves the right to seek injunctive relief or enforce judgments in any jurisdiction as necessary to protect its intellectual property or enforce this Agreement. By consenting to New Zealand jurisdiction, you waive any objections based on inconvenient forum or similar grounds.

11.3 Dispute Resolution Efforts. Before filing any formal legal claim, both parties agree to attempt in good faith to resolve the dispute by negotiating with each other. You agree to contact us at our official address or email with a written description of the issue, and we will attempt to address your concerns. If we are unable to reach a mutually agreeable solution within a reasonable time (e.g., 30 days), then either party may proceed to pursue formal legal remedies in court as outlined above. Nothing in this section prevents either party from seeking immediate injunctive or equitable relief for a breach of intellectual property or confidentiality obligations.

12. General Provisions

12.1 Entire Agreement. This Agreement (together with any Order Form or additional terms expressly incorporated by reference) constitutes the entire agreement between you and the Company regarding the Software. It supersedes all prior or contemporaneous communications, proposals, understandings, or agreements (whether oral or written) concerning the subject matter. In entering into this Agreement, neither party is relying on any representation or warranty that is not expressly stated herein.

12.2 Amendments. We reserve the right to modify or update these Terms and Conditions from time to time. If we make material changes, we will provide notice to you by posting the updated terms on our website or via the ABBYY Marketplace listing for SwiftCorrect, or by email notification to the contact on file. Updated terms will not retroactively modify the Agreement; they will apply from the effective date of the update (unless you affirmatively accept the new terms earlier). If you do not agree to the updated terms, you should stop using the Software and may terminate your subscription as per Section 6. By continuing to use the Software after an update takes effect, you are agreeing to the revised terms.

12.3 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible, and the remainder of the Agreement shall remain in full effect. Any invalid or unenforceable part will be deemed modified to the minimum extent necessary to make it valid and enforceable, reflecting the original intent as closely as possible.

12.4 No Waiver. The failure of either party to enforce any provision of this Agreement or to exercise any right or remedy shall not be construed as a present or future waiver of such provision, nor limit that party’s right to enforce the provision later. An express waiver by a party of any provision, condition, or requirement shall not be understood as a waiver of any future obligation to comply with such provision, condition, or requirement.

12.5 Assignment. You may not assign or transfer this Agreement (in whole or in part), nor delegate any of your rights or obligations hereunder, to any third party without our prior written consent. Any attempted assignment in violation of this clause will be null and void. We may assign or transfer this Agreement to an affiliate or successor (for example, in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of our assets) without notice to you. This Agreement will be binding upon and inure to the benefit of the parties’ respective permitted successors and assigns.

12.6 Relationship of Parties. The relationship between the Company and the Customer is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or fiduciary relationship between us. Neither party has the authority to bind or obligate the other in any manner, except as expressly provided herein.

12.7 No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Company and the Customer, and their respective successors and permitted assigns. It is not intended to benefit any third party. ABBYY (the provider of the ABBYY Vantage platform) is not a party to this Agreement and has no liability or obligation whatsoever under these terms. Similarly, no other third party shall have any rights to enforce any term of this Agreement.

12.8 Force Majeure. The Company shall not be responsible for any failure or delay in performing its obligations (such as providing support or delivering updates) if such failure or delay is caused by circumstances beyond its reasonable control. This includes, for example, natural disasters, acts of government, acts of terror or civil unrest, technical failures (such as Internet or power outages), or any other events of force majeure. In the event of such a force majeure event, we will make reasonable efforts to resume performance as soon as practicable.

12.9 Notices. Any notices or communications required or permitted under this Agreement should be given in writing. We may provide notices to you via the email address or mailing address associated with your account. You should send any notices to us at our business address or support email as provided on our website or in your order documentation. Notices will be deemed delivered upon receipt of email confirmation or, if mailed, upon confirmed delivery or five business days after posting, whichever is earlier.

12.10 Headings and Interpretation. Section headings in this Agreement are for convenience only and have no legal effect on the interpretation of the provisions. Words in the singular include the plural and vice versa. The terms “including” or “such as” are to be interpreted as meaning “including, without limitation,” unless stated otherwise.

By using or continuing to use the SwiftCorrect Software, you acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms. If you have any questions regarding these Terms and Conditions, please contact us at [email protected] before proceeding. Thank you for choosing SwiftCorrect for your vendor data cleansing needs.