ITEM 1. | DEFINITIONS
- Agreement: means these terms and conditions described herein and the arrangement Bridgestone has with the User.
- Bridgestone, we, us: means Bridgestone New Zealand Limited (Company No. 74645).
- Iris Software: means the tool that allows a technician or service provider to compose a personalized video explanation of the customer’s vehicle and send it to them via text message or email, to arrive on a customer’s device wherever they are.
- User, you, your: the company or person with whom Bridgestone has entered or intends to enter into an agreement with and who are entitled to use the Iris Software.
ITEM 2. | CONTENT OF THE AGREEMENT
- The Iris Software is owned by Iris Concepts IP Pty Ltd (Australia) and has licensed Bridgestone to distribute the product. Bridgestone grants the User the right to use the Iris Software by way of a non-exclusive license.
- By using the Iris Software the User agrees to pay the fees to Bridgestone described in the correspondence previously provided to you subject to these terms and conditions.
- The Iris Software may be used at one location and the agreed fees apply per location. If the User uses the Iris Software at more than one location, Bridgestone is entitled to charge the fees for the use of the Iris Software at multiple locations, as if the User had signed up all locations where the Iris Software was or is being used. The User may allow several technicians located at such site to use the Iris Software.
- Bridgestone may suspend and/or terminate the Agreement if there is a breach of the previous paragraph in accordance with Item 6.
- Bridgestone only makes the log-on available to the User. The User creates the texts, videos, photos and other data (content) and adds it to the Iris Software. Bridgestone will store the content for the User. The User is liable for the content they produce using the Iris Software. The User indemnifies Bridgestone against all third-party claims in this regard.
- Within the framework of the Iris Software, work proposed by the User can be submitted to car owners for approval. Bridgestone is not responsible nor liable for unintended approvals and rejections that have taken place. The User indemnifies Bridgestone against all claims from third parties in this respect.
ITEM 3. | ABUSE
- The User is forbidden to break, remove or avoid any security in the Iris Software.
- Use of Iris Software is subject to the following restrictions:
- you must not reverse engineer, decompile or disassemble the Iris Software except to the extent permitted by law;
- you shall not examine any part of the Iris Software for the purpose of developing a competing product, and nor shall you permit any third party access to Iris Software for this purpose.
- Iris Concepts IP Pty Ltd is the owner of the patent, copyright, trademarks, trade secrets and all other intellectual property rights that subsist in the Iris Software and training material. Iris Concepts IP Pty Ltd have licensed the above intellectual property rights to Bridgestone to use and distribute on its behalf.
- The User is forbidden to use equipment or software that can disrupt the normal operation of the Iris Software.
- The User is prohibited from sending unsolicited messages (SPAM) through the Iris Software.
- The User agrees that all content they add does not infringe the rights of third parties or any laws.
- Videos that are deemed violent, hateful, discriminatory or otherwise inappropriate content, as well as videos with a political message may be removed by Bridgestone without notice or compensation payable.
- If Bridgestone suffers damages as a result of misuse by the User, the User agrees to indemnify Bridgestone for such damages.
- The User is obliged to take adequate action against any misuse of the Iris Software that has come to their knowledge. The User must also notify Bridgestone of this abuse as soon as possible. Bridgestone reserves the right to immediately terminate the Agreement in whole or in part if and insofar as misuse is assumed to have taken place, without the User claiming a refund or remission of payments made by them.
ITEM 4. | MAINTENANCE OF THE SOFTWARE
- Bridgestone is at all times authorised to temporarily (partially) take the Iris Software and/or web portal out of use, if this is desirable with regard to maintenance, adjustment or improvement of the services. Where possible Bridgestone will advise Users of the pending maintenance as far in advance as possible.
- The User cannot claim compensation for any damage as a result of accessibility limitations of the Iris Software or the web portal.
- Non-urgent maintenance work will be carried out as much as possible at times when the User will experience the least disturbance. Bridgestone can never offer any guarantee in this respect.
ITEM 5. | FORCE MAJEURE
- Bridgestone is not obliged to fulfill their obligations under the Agreement if and insofar as they are hindered by a circumstance that is beyond their control, nor by law, legal act or generally accepted standards.
- If the force majeure situation continues or will continue for more than three months, either the User or Bridgestone are entitled to terminate the Agreement with immediate effect.
- The User is not permitted to claim compensation for damage that has occurred as a result of force majeure. The User is only entitled to a proportional refund of payments already made with regard to the period where force majeure was applicable and the User was unable to use the Iris Software.
ITEM 6. | SUSPENSION AND TERMINATION
- Either party may terminate this Agreement upon providing the other party with 30 days written notice of termination.
- An infringement of the provisions of these general terms and conditions gives Bridgestone the right to terminate the Agreement with immediate effect, unless the infringement does not justify termination of the Agreement due to its minor significance.
- If the User commits an act of insolvency or bankruptcy, any seizure of their goods has been made or in cases where the User cannot freely access their assets, Bridgestone is entitled to terminate the Agreement with immediate effect, unless the User has already provided adequate security for (due) payments.
- Bridgestone is also entitled to terminate the Agreement if circumstances arise that are of such nature that fulfilment of the Agreement is impossible.
- Bridgestone is also entitled to terminate the Agreement if the User fails to pay its Bridgestone trading account to terms.
- The User can never claim any form of compensation in connection with the right of suspension and termination exercised by Bridgestone on the basis of this item.
- If Bridgestone terminates the Agreement on the basis of this item, all claims against the User are immediately due and payable.
- In the case that the Iris Software is unavailable for use, or does not for the most part function correctly, for the majority of Bridgestone customers for a period of at least 15 business days, the User may terminate this Agreement with immediate effect, giving written notice.
ITEM 7. | PRICES AND PAYMENTS
- All prices stated by Bridgestone are exclusive of Goods and Services Tax.
- Bridgestone is entitled to change the agreed prices upon providing the User with at least 30 days written notice. Upon receipt of the written notice, the User is entitled to terminate the Agreement.
- Bridgestone will implement the Agreement terms when the User has been set up with access to the Iris Software.
- The charges for use of the Iris Software will be billed to the User’s Bridgestone trading account. Payments will be made by bank transfer or direct debit.
- If timely payment is not made, the User will be in default and the User must pay Bridgestone interest of 1% per month on the outstanding amount, with part of a month being considered as a whole month. This interest is calculated up to and including the day that the outstanding amount, including interest, is paid in full. The performance of Bridgestone's obligations under this Agreement is conditioned upon the timely payment by the User of all amounts due pursuant to this Agreement.
- The User will be liable to pay Bridgestone all reasonable legal costs for obtaining amounts owed by the User.
ITEM 8. | LIABILITY AND DISCLAIMER
- Bridgestone is responsible for the presence of functionalities within the Iris Software.
- Bridgestone strives to make the Iris Software work on all internet browsers and application stores, but it is possible that the Iris Software does not work equally well on all internet browsers and applications. Any liability of Bridgestone in this regard is excluded.
- If Bridgestone should be liable for any damage, that liability is, without prejudice to the provisions of paragraph 2, limited to compensation for direct damage suffered by the User. Bridgestone is never liable for indirect damage or consequential loss, including loss of profit, loss suffered and damage as a result of business interruption.
- The possible liability of Bridgestone is, in any case, limited to the invoice value, to that part of the Agreement to which the liability of Bridgestone relates.
- Barring intent and deliberate recklessness on the part of Bridgestone, the User indemnifies Bridgestone against all claims from third parties, for whatever reason, with regard to compensation for damage, costs or interest, related to the Iris Software and other services provided by Bridgestone.
ITEM 9. | INTELLECTUAL PROPERTY AND CONFIDENTIALITY
- Iris Concepts IP Pty Ltd retains ownership of the intellectual property over all Iris Software manufactured and/or made available by it.
- Bridgestone and Iris Concepts IP Pty Ltd will never claim ownership of the content or data that Users have added to the Iris Software. After termination of the Agreement, Bridgestone is entitled to delete the content and data entered by the User. Before proceeding with this, the User may request Bridgestone to remove the data or provide it to the User.
ITEM 10. | FINAL PROVISIONS
- Bridgestone and the User irrevocably agree that the courts of New Zealand will have exclusive jurisdiction to hear, settle and/or determine any dispute, controversy or claim (including any non-contractual dispute, controversy or claim) arising out of or in connection with this agreement, including any question regarding its existence, validity, formation or termination. For these purposes, each party irrevocably submits to the jurisdiction of the courts of New Zealand.
- Before appealing to the courts, the parties are obliged to make every effort to resolve the dispute in mutual consultation or mediation.