Terms and Conditions

Eligibility and accounts

You must be at least 18 years old and able to form a binding contract to use the Services. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

You agree to provide accurate, current, and complete information when creating an account, to keep that information up to date, and to notify us promptly at support@trifectatms.com of any unauthorised use of your account or other breach of security.

Subscriptions, fees, and payment

Access to the Services is provided on a subscription basis under the terms set out in your order form, quote, or separate written agreement with us (a "Subscription Agreement"). Where these Terms conflict with a Subscription Agreement, the Subscription Agreement governs for the matters it covers.

Fees are invoiced and payable in accordance with your Subscription Agreement. Unless stated otherwise, fees are non-refundable and exclusive of applicable taxes, which you are responsible for. We may suspend or restrict access to the Services for accounts with overdue payments after reasonable notice.

Acceptable use

You agree to use the Services only for lawful purposes connected with the operation of your transport, freight, or logistics business, and in accordance with these Terms and any documentation we provide.

• Do not attempt to gain unauthorised access to the Services, other accounts, or any related systems or networks.
• Do not reverse engineer, decompile, or disassemble the Services, except to the extent such restriction is prohibited by law.
• Do not use the Services to transmit any virus, malware, or other harmful code, or to interfere with or disrupt the integrity or performance of the Services.
• Do not resell, sublicense, or make the Services available to any third party except as expressly permitted under your Subscription Agreement.
• Do not use the Services to store or transmit content that is unlawful, infringing, defamatory, or that violates the rights of any third party.
• Do not use automated means to access or scrape the Services except through APIs and integrations we make available for that purpose.

Customer data

As between you and TRIFECTA, you retain all rights, title, and interest in and to the data you or your users submit to the Services in the course of using them, including shipment, dispatch, billing, and driver records ("Customer Data").

You grant TRIFECTA a limited licence to host, process, transmit, and display Customer Data solely to provide, maintain, secure, and improve the Services, and as otherwise permitted under these Terms and our Privacy Policy. You are responsible for the accuracy, quality, and legality of Customer Data and for the means by which you acquired it, including obtaining any consents required from your own customers, drivers, or personnel to permit its processing through the Services.

Third-party integrations

The Services may interoperate with third-party systems, such as accounting, telematics, port, and rail platforms, at your direction. We are not responsible for the availability, accuracy, or performance of third-party systems, and your use of any such integration is subject to that third party's own terms and policies.

Intellectual property

The Services, including all software, design, text, graphics, and other content we provide (excluding Customer Data), are owned by TRIFECTA or our licensors and are protected by intellectual property laws. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable right to access and use the Services for your internal business purposes during the term of your subscription.

No rights are granted to you other than as expressly set out in these Terms. Any feedback or suggestions you provide about the Services may be used by us without restriction or obligation to you.

Confidentiality

Each party may have access to non-public information of the other party in connection with the Services. Each party agrees to use the other party's confidential information only as necessary to perform its obligations under these Terms, and to protect it using no less than reasonable care.

Disclaimers

The Services are provided "as is" and "as available". To the maximum extent permitted by law, we disclaim all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be uninterrupted, error-free, or completely secure.

Limitation of liability

To the maximum extent permitted by law, TRIFECTA will not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or goodwill, arising out of or relating to your use of the Services, even if advised of the possibility of such damages.

To the maximum extent permitted by law, our total aggregate liability arising out of or relating to these Terms or the Services will not exceed the amount you paid us for the Services in the twelve months preceding the event giving rise to the claim.

Indemnification

You agree to indemnify and hold TRIFECTA harmless from any claims, damages, losses, and expenses, including reasonable legal fees, arising out of your misuse of the Services, your breach of these Terms, or Customer Data submitted through your account.

Term, suspension, and termination

These Terms remain in effect for as long as you have an active account or otherwise use the Services. We may suspend or terminate your access to the Services if you materially breach these Terms and do not remedy that breach within a reasonable period after notice, or immediately where necessary to prevent harm to the Services or other users.

Upon termination, your right to access and use the Services ceases. Provisions of these Terms that by their nature should survive termination, including intellectual property, confidentiality, disclaimers, and limitation of liability, will survive.

Changes to the Services and these Terms

We may modify or discontinue features of the Services from time to time. We may also update these Terms periodically; where changes are material, we will provide reasonable notice, such as by email or an in-app notice, before they take effect. Continued use of the Services after changes take effect constitutes acceptance of the updated Terms.

Governing law

These Terms are governed by the laws of New Zealand, without regard to conflict of law principles. Any dispute arising out of or relating to these Terms or the Services will be subject to the exclusive jurisdiction of the courts of New Zealand.

General

If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect. Our failure to enforce any right or provision of these Terms will not be considered a waiver of that right or provision. You may not assign these Terms without our prior written consent; we may assign these Terms in connection with a merger, acquisition, or sale of assets. These Terms, together with any Subscription Agreement, constitute the entire agreement between you and TRIFECTA regarding the Services.

Contact us

If you have any questions about these Terms, contact us at support@trifectatms.com.