Terms of Service

1. Key terms at a glance

This summary helps you find the main points quickly. It does not replace the full Terms below.

• Who the agreement is with: AnySoft Limited (trading as AnySoft), a New Zealand company, and the business that signs up.
• Business use only: the Services are for businesses and organisations, not for personal or household use (section 3).
• Free trial: 14 days, no card required, and no automatic charge when the trial ends (section 8).
• Price: monthly, per user, workstation or destination, in the currency of your regional Storefront. Prices exclude GST and other taxes, which are added to your invoice where the law requires (section 10). There are no setup fees.
• Renewal: your Subscription renews automatically each month until you cancel (sections 9 and 11).
• Cancel anytime: cancel by email or in the Portal. Cancellation takes effect at the end of the current monthly billing period, and there are no cancellation fees (section 11).
• Your data: you own your Customer Data. We process it only to provide, secure and support the Services, following your instructions (section 14).
• Suspension: we can suspend the Services only for the limited reasons in section 21, and we will tell you why.
• Liability: each party's liability is capped at the greater of the fees paid or payable in the previous 12 months and [amount and currency]. Our cap for security and data protection breaches is two times that amount. Some liability is not capped, including fraud and the intellectual property indemnity (sections 25 and 26). Rights that the law does not let us exclude are preserved (section 23).
• Withholding tax: if the law of your country requires you to withhold tax from our fees, you pay the extra amount so we receive the full fee (section 10).
• Changes: we give at least 30 days' notice of price increases and of changes to these Terms that could disadvantage you, and you may cancel before they take effect (sections 9 and 28).
• Law: New Zealand law and New Zealand courts. Mandatory local law in your country still applies (section 29).

2. About these Terms and how you accept them

These Terms of Service (the Terms) are an agreement between AnySoft Limited (trading as AnySoft) and the business, organisation or Partner that signs up for or uses the Services. AnySoft Limited is registered in New Zealand (company number 8645107, NZBN 9429051190811). Its registered office is at 241, 46 Tamahere Drive, RD 3, Hamilton 3283, New Zealand.

These Terms govern your use of our website at www.anysoft.me (including the regional Storefronts at /, /au, /in and /us) and your use of the Services. If you only browse our website and do not use the Services, section 5 sets out the conditions for using it. Sections 23, 24 and 29 also apply to that use, to the extent the law allows.

Accepting these Terms

You accept these Terms when you tick the acceptance box during sign up or sign an Order that refers to these Terms. The acceptance box is never pre-ticked. If neither of these happens, you accept these Terms when you first use the Services after we have shown them to you. Use of the Services by your Authorised Users is under your acceptance and does not create a separate agreement with them. An agreement made electronically is valid and binding in the same way as a signed paper agreement. We keep a record of the account used to accept these Terms and the date and time that account was created.

Authority to bind your business

If you accept these Terms on behalf of a business or other organisation, you confirm that you have authority to bind it. If you do not have that authority, do not accept these Terms or use the Services.

Order of precedence

If documents conflict, they apply in this order: (a) an Order or Partner Agreement signed by both parties, but only where it expressly changes these Terms, or, for commercial matters under section 12, a Partner Agreement; (b) the DPA; (c) these Terms; (d) the Privacy Policy, Documentation and other policies referred to in these Terms.

3. Business use only

The Services are designed for, and offered only to, businesses and other organisations. By accepting these Terms you confirm that you are acquiring the Services for your business or another commercial purpose, and that you present yourself to us that way. You are not acquiring them for personal, domestic or household use.

For customers in India, this means you are acquiring the Services for a commercial purpose within the meaning of section 2(7) of the Consumer Protection Act 2019.

If the law nonetheless treats you as a consumer, nothing in these Terms takes away rights the law gives you. Section 23 explains how this works.

4. Definitions

In these Terms, the following words have these meanings. Other capitalised words are defined where they first appear.

• AnySoft, we, us and our: AnySoft Limited (trading as AnySoft).
• Customer, you and your: the business or organisation that accepts these Terms, including a Partner using the Services for itself.
• Account Data: the names, contact details, log-in records and billing details of your administrators, billing contacts and Partner staff, and records of your Subscription, which we handle for our own purposes as described in the Privacy Policy.
• Agent Software: AnySoft software installed on Windows or macOS computers or servers to provide the Services, including updates.
• Authorised User: an individual whom you, or a Partner acting for you, allow to access or use the Services. This includes your staff and contractors.
• Billing Unit: the unit by which a Product is priced, which is per user, per workstation or per destination, as shown on the Storefront or in your Order.
• Business Day: a day other than a Saturday, a Sunday or a public holiday in Hamilton, New Zealand.
• Customer Data: all data, documents, files and content that you or your Authorised Users submit to, or process through, the Services. This includes print jobs, scanned documents, file and folder data, directory and user data, and the logs and metadata about your use. It does not include Account Data or the aggregated, de-identified statistics described in section 14.
• Documentation: the user guides, help articles and technical and security information we publish for the Services, as updated from time to time.
• DPA: any data processing addendum that we publish for the Services or sign with you. A DPA forms part of these Terms.
• End Customer: a business whose account or tenant a Partner manages.
• Order: your plan selection and sign up in the Portal, or an order form signed by both parties, setting out the Products, Billing Units and prices.
• Partner: a managed service provider (MSP), reseller or other business accepted into the AnySoft Partner Program.
• Partner Agreement: any separate written agreement between AnySoft and a Partner.
• Personal Information: information about an identifiable individual, including information defined as personal information or personal data under privacy laws that apply.
• Portal: the AnySoft web portals, including portal.anysoft.me, admin.anysoft.me and the Partner Centre.
• Privacy Policy: the AnySoft Privacy Policy at www.anysoft.me/privacy-policy.
• Pro Rata Refund: a refund of the fees you have prepaid for the affected Products, in proportion to the part of the billing period after those Products stop or end.
• Products: AnyPrint, AnyScan, AnyDrive and any other product we offer under these Terms.
• Services: the Products, the Portal, the Agent Software, any APIs, and the support and related services we provide under these Terms. The Services do not include Third-Party Services.
• Storefront: a regional version of our website: / (New Zealand, NZD), /au (Australia, AUD), /in (India, INR) and /us (United States, USD).
• Subscription: your paid right to use one or more Products for a number of Billing Units, which renews automatically each month.
• Third-Party Services: products and services that we do not provide, such as Microsoft 365, SharePoint, OneDrive, Microsoft Entra ID, Google Drive, Google Workspace, SMB file shares, printers and multifunction printers (MFPs), and payment processors.
• Trial: a free trial of the Services under section 8.

5. Using our website

Our website gives general information about AnySoft and the Services. We take care to keep it accurate and up to date, but it is not advice for your particular situation. The prices and features that apply to you are those shown on the Storefront for your region, or in your Order, at the time you subscribe.

You may choose any Storefront. If you subscribe, the Storefront for the country where your business is based determines your currency and the tax treatment in section 10.

Our website links to Calendly for demo bookings and to our LinkedIn page. Those services are governed by their own terms and privacy policies. Our Privacy Policy explains what information our website collects.

When using our website, you must not attempt to disrupt it, gain unauthorised access to it, introduce malicious code, or copy its content at a scale or in a way that harms the website or our business.

6. Accounts and administrators

To use the Services you need an account. You must give accurate information when you sign up and keep it up to date, including your billing contact and at least one administrator.

Your administrators control your account. They can add and remove Authorised Users, set permissions and roles, configure printers, scan destinations and drive mappings, and change your Subscription. We may rely on instructions from your administrators, or from a Partner that manages your account, as instructions from you.

You are responsible for:

• the acts and omissions of your staff and contractors in using the Services, as if they were your own;
• keeping log-in details, PINs and QR release codes confidential, and not sharing accounts between individuals;
• protecting administrator accounts with multi-factor authentication where you can, for example by signing in with Microsoft Entra ID and requiring multi-factor authentication in your Microsoft tenant; and
• telling us promptly at [email protected] if you suspect unauthorised access to your account.

7. Your right to use the Services

During your Subscription or Trial, we give you a limited, non-exclusive, non-transferable right to access and use the Services, and to let your Authorised Users do so, for your internal business purposes and in line with these Terms and the Documentation.

Partners have the additional rights in section 12. You may not resell, sublicense or provide the Services to others unless you are a Partner acting under section 12.

8. Free trial

• A Trial lasts 14 days unless we tell you otherwise when you sign up. No payment card is needed to start a Trial.
• Some features may be limited during a Trial.
• There is no automatic charge when a Trial ends. You only start paying if you actively choose a paid plan and give payment details or accept an Order.
• If you do not choose a paid plan, your Trial ends and we remove your Product licences, so you and your Authorised Users can no longer use the Products. We keep your Trial data for 30 days so you can resume. After that, or earlier if you ask us, we delete it, except where law requires us to keep it.
• During a Trial we do not offer service level commitments. The rest of these Terms, including sections 23 and 25, still apply.
• One Trial is available per business unless we agree otherwise. We may end a Trial early by notice if it is being misused, for example in breach of section 13.

9. Subscriptions, prices and billing

Prices and currency

Prices are shown on each Storefront in the local currency: New Zealand dollars on /, Australian dollars on /au, Indian rupees on /in and US dollars on /us. Your price is the price shown for your region when you subscribe, or the price in your Order. All prices shown on the Storefronts and in Orders exclude GST, sales tax and similar taxes. Applicable taxes are added to your invoice as described in section 10. There are no setup fees.

Billing Units

Each Product is priced per Billing Unit, which is per user, per workstation or per destination, as shown for that Product. The number of Billing Units you are charged for each month is the number of Billing Units in your Subscription or Order, which you choose when you subscribe and can change in the Portal or by emailing [email protected]. You can see your current Billing Units in the Portal. If you add Billing Units part way through a billing period, [they are charged pro rata from the date added / they are charged from the next billing period].

Billing, renewal and payment

Your Subscription renews automatically each month until you cancel under section 11. Subscriptions purchased directly from us are billed monthly in advance, at the start of each billing period. You can pay by card through our payment processor, Stripe, or, if your account is managed by a Partner, through partner direct billing. Invoices issued to you are payable within 14 days of the invoice date unless your Order says otherwise.

Late or failed payments

If a card payment fails or an invoice is overdue, we will tell you and give you at least 14 days to pay. If the amount is still unpaid after that, we may suspend the Services under section 21 after giving you a further notice. We will not suspend for an amount you dispute in good faith while we work through the dispute with you. We may charge interest on overdue amounts that are not in dispute at [rate]% per year, calculated daily, or the maximum rate the law allows if that is lower.

Price changes

We may change our prices or Billing Unit definitions by giving you at least 30 days' notice by email and in the Portal. A change applies only from the start of your next billing period after the notice period ends. We will not increase the price of a period you have already paid for. If you do not accept a price change, you may cancel before it takes effect, with no penalty.

Recurring card payments in India

We process recurring charges to cards issued in India in line with Reserve Bank of India rules for recurring payments. Those rules require an e-mandate registered with additional factor authentication, a pre-debit notification at least 24 hours before each charge, and fresh authentication for charges above the limit they set. If we cannot meet those requirements for your card, you can pay through partner direct billing instead.

10. Taxes

Prices exclude goods and services tax (GST), sales tax and similar taxes. Each party is responsible for taxes on its own income.

New Zealand

NZD prices exclude GST. For New Zealand customers we add GST at the prevailing rate and issue a tax invoice.

Australia

AUD prices exclude GST. If you are registered for GST in Australia and acquire the Services for your business, give us your ABN and confirm your registration. We then do not charge Australian GST. If your acquisition is not wholly for a creditable purpose, you may need to account for GST under the reverse charge in Division 84 of the A New Tax System (Goods and Services Tax) Act 1999. If you are not registered, we add GST where the law requires us to collect it, and the total price is shown before you subscribe.

India

INR prices exclude GST. If you are registered for GST in India, please give us your GSTIN. You then pay integrated GST (IGST) under the reverse charge on the import of services. If you do not give us a valid GSTIN, we may charge IGST at the applicable rate (currently 18%) where the law requires us to collect it. Our invoices show the place of supply. If you give us an incorrect GSTIN or incorrect information about your business status, you are responsible for any resulting tax, interest and penalties.

United States

USD prices exclude sales, use and similar taxes. Where we are required to collect state or local sales or use tax on the Services, we add it to your invoice. If you are exempt, please give us a valid exemption certificate.

Withholding tax

You pay our fees in full, without deducting tax, unless the law requires a deduction. If it does, you increase the payment so we receive the full fee. You give us the withholding certificate within 30 days. If we later obtain a credit or refund for that withheld tax, we will reimburse you that amount. On request we will give you a tax residency certificate and any form reasonably needed (for India, Form 10F). We treat our fees as payment for a business subscription service, not a royalty.

11. Cancelling your subscription

Your Subscription renews automatically each month, and we charge you for each new monthly billing period, until you cancel.

You may cancel your Subscription at any time by emailing [email protected] from an administrator's email address, or, if you are a Global Administrator, in the Portal, which opens the Stripe billing portal for your account where cancellation is available to you. We will confirm cancellations requested by email.

Cancellation takes effect at the end of your current monthly billing period. You keep access until then and are not charged for later periods. There are no cancellation fees, exit fees or minimum terms.

Fees for the current billing period are not refunded when you cancel for your own reasons. You receive a Pro Rata Refund where these Terms say so, for example in sections 14, 15, 17, 22 and 28, or where the law requires a refund.

You can also reduce your Billing Units in the Portal or by emailing [email protected]. The reduction applies from your next billing period.

12. Partners and managed service providers

This section applies if you are a Partner. It applies in addition to the rest of these Terms and to any Partner Agreement.

• Managing End Customers: you may use the Partner Centre to create and manage tenants for your End Customers and to provide the Services to them.
• Flow-down: before giving an End Customer access, you must bind it to written terms that protect AnySoft and the Services at least as much as these Terms, including sections 13 (acceptable use) and 14 (Customer Data and privacy).
• Authority and access: you must have each End Customer's authority to access and administer its tenant and its Customer Data, and you must act only within that authority.
• Privacy notices: you are responsible for making sure each End Customer gives its users the privacy notices described in section 14, and you must pass on to us promptly any privacy request or breach report that concerns the Services.
• Billing: under partner direct billing, we invoice you and you invoice your End Customers. You must pay our invoices on time whether or not your End Customers have paid you.
• Your people: you are responsible for the acts and omissions of your staff and contractors in using the Partner Centre.
• Contact with End Customers: we may contact your End Customers directly about security incidents, legal requirements or continuity of service. Where practicable, we will tell you first.
• Marketing contacts: do not give us contact details of End Customers or their staff for marketing unless you have their consent.
• Who we contract with: our obligations under these Terms are owed to you as the contracting party. End Customers do not have rights against us under these Terms unless we contract with them directly.
• End of a partnership: if your Partner Agreement or Partner status ends, we will work with you in good faith so that your End Customers can move to a direct Subscription or to another Partner without losing their Customer Data.

A Partner Agreement may change this section on commercial matters such as discounts, margins and billing cycles. Section 2 explains which document applies if they conflict.

13. Acceptable use

You must use the Services lawfully and responsibly. You must not, and must not allow anyone else to:

• use the Services for anything unlawful, fraudulent or harmful, or to print, scan, store or share content that you do not have the right to use;
• upload or transmit content that infringes another person's intellectual property, privacy or other rights;
• introduce viruses, malware or other harmful code;
• interfere with or disrupt the Services, for example by sending automated or malicious traffic designed to overload them. This does not limit the usage included in your plan, including any unlimited print jobs, scans, destinations or file access your plan includes, although individual uploads, scan emails and sign-in attempts remain subject to reasonable technical limits, such as maximum file and message sizes, recipients per message and sign-in attempts;
• attempt to gain unauthorised access to the Services, other customers' data or our systems, or test the security of the Services without our written consent (we welcome responsible disclosure at [email protected]);
• copy, modify, decompile or reverse engineer the Services or Agent Software, except to the extent the law expressly allows this despite this restriction;
• resell, sublicense or provide the Services to others, except as a Partner under section 12;
• use the Services to build a competing product, or circumvent Billing Unit counts, usage limits or security controls;
• use the Services for covert or unlawful monitoring of individuals, including monitoring staff beyond what workplace law allows; or
• rely on the Services as the only means of delivering information where a delay or failure could lead to death, personal injury or serious damage to property or the environment.

Content rules for users in India

If you or your Authorised Users are in India, you must also not host, upload, print, scan, store or share any content that: belongs to another person and that you have no right to use; is obscene, pornographic, paedophilic, invasive of another person's privacy including bodily privacy, insulting or harassing on the basis of gender, racially or ethnically objectionable, relating to or encouraging money laundering or gambling, or promoting enmity between groups on the grounds of religion or caste with the intent to incite violence; is harmful to children; infringes any patent, trademark, copyright or other proprietary right; deceives or misleads about the origin of a message, or knowingly and intentionally communicates misinformation or information that is patently false and untrue; impersonates another person; threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states or public order, causes incitement to an offence, or prevents investigation of an offence; contains software viruses or other harmful code; is an online game that is not permitted under Indian law; or breaks any law in force.

We will remind users in India of these rules at least once a year.

Lawful orders

We may act on binding orders and directions from courts and government authorities, including under the Information Technology Act 2000 (India). Where the law allows, we will tell you about any request for your Customer Data so that you can respond to it.

14. Customer Data and privacy

You own your Customer Data

As between you and us, you own all rights in your Customer Data. These Terms do not transfer any of those rights to us.

Our limited licence

You give us a limited, non-exclusive licence to host, copy, transmit and otherwise process your Customer Data during your Subscription and the export period in section 22, only to: provide, maintain, secure and support the Services; prevent fraud and abuse; follow your instructions; comply with the law; and create the aggregated statistics described below. We do not sell your Customer Data and we do not use it for advertising.

Our role for Personal Information in Customer Data

For Personal Information in your Customer Data, we act on your behalf and you decide why and how it is processed. Under New Zealand law, we hold that information only as your agent under section 11 of the Privacy Act 2020. Under India's Digital Personal Data Protection Act 2023, you are the Data Fiduciary and we are your Data Processor. Under United States state privacy laws, we act as your service provider or processor. In Australia, we comply with the Australian Privacy Principles as they apply to us. In each case this means you decide how the information is used, and we act on your instructions.

Any DPA adds detailed terms for this processing. Whether or not a DPA applies, we will:

• process Personal Information in Customer Data only on your documented instructions, which include these Terms and your configuration of the Services;
• process it only for the business purposes listed in this section and any DPA, which are the specified purposes of our processing for California Consumer Privacy Act purposes;
• comply with the privacy laws that apply to us as a service provider or processor, and give the information the same level of privacy protection those laws require of you;
• make sure our staff and contractors who can access it are bound by confidentiality;
• apply the security measures described in section 18 and any DPA;
• use sub-processors only under written terms that protect the information at least as well as these Terms and any DPA, and remain responsible for them;
• help you respond to requests from individuals to access, correct or delete their information, and to meet your obligations to regulators;
• not sell or share it, keep or use it outside our direct business relationship with you, or combine it with other data except as the law allows a service provider to do, and tell you if we can no longer meet these obligations;
• let you take reasonable and appropriate steps to make sure we use it consistently with these obligations, and to stop and remediate any unauthorised use, including the audit and information rights in any DPA;
• give you the information reasonably needed to show that we comply with these obligations; and
• return or delete it when your Subscription ends, as set out in section 22.

Privacy breaches

If we become aware of a breach of security that affects Personal Information in your Customer Data, we will tell you without undue delay and in any event within 48 hours. We will give you the information you reasonably need to assess the breach. This helps you notify regulators and affected individuals, for example the New Zealand Privacy Commissioner, the Australian Information Commissioner, the Data Protection Board of India and US state authorities. We will take reasonable steps to contain the breach. We will agree with you who notifies whom, so that a single notification can cover both of us where the law allows. Our own notification duties for information we hold for our own purposes are described in the Privacy Policy.

Sub-processors and data locations

Our current sub-processors, and the countries where they store or process data, are listed at [URL of sub-processor list]. We store and process Customer Data primarily in Australia, in our hosting provider's Sydney region. Some sub-processors may process limited Customer Data in other countries, as shown in the sub-processor list. We will give you at least 30 days' notice by email or in the Portal before adding or replacing a sub-processor. If you object on reasonable data protection grounds and we cannot address your objection, you may cancel the affected Services and receive a Pro Rata Refund.

How the Products handle your data

• AnyScan: scans that your printers and MFPs send by email (SMTP) pass through our systems in transit so that we can deliver them to the SharePoint, OneDrive, Google Drive or SMB destinations you configure. We record metadata such as the sender and recipient addresses, subject line, file names, destination, time and delivery status for your activity feed and audit logs, and in our operational service logs. Scan content is kept only as long as needed to deliver it, including any retries, and is then deleted.
• AnyPrint: jobs sent from the AnyPrint desktop agent to a printer that is online, and not set for secure release, print directly on your network, and only job metadata reaches our cloud. Jobs held for secure release, jobs sent while a printer is offline, and jobs routed through the cloud to a printer on another network are uploaded over encrypted connections to private cloud storage in Australia. We record job metadata such as user, job or document name, printer, page counts and cost allocation, and printer status data such as serial number, IP and hardware (MAC) address, total page count and toner levels. The Agent Software checks device and network details, such as hostname, network range and WiFi name, on the device to assign printers; these checks run locally and the network range and WiFi name are not sent to us. To register the device, the Agent Software sends us the device name, the signed-in user account name, a device identifier, the processor type and operating system details. Document content held for secure release is kept until the job is printed or deleted by you or an administrator. Job metadata is kept as part of your print history, including for deleted jobs.
• AnyDrive: AnyDrive connects to Microsoft or Google cloud storage using each user's own authorisation. We store each user's Microsoft or Google sign-in tokens on our servers, and we cache folder and file listings, such as names, sizes and dates, to display drives. File content is downloaded directly from Microsoft or Google to the user's device, where files are cached. The Privacy Policy explains which AnyDrive data passes through our systems.

The Privacy Policy and Documentation give more detail.

Your privacy responsibilities

You are responsible for your use of Personal Information through the Services. In particular, you must:

• have a lawful basis for the Personal Information your Authorised Users, staff, scan senders and other individuals put into the Services;
• give those individuals the privacy notices the law requires, for example under information privacy principles 3 and 3A of the New Zealand Privacy Act 2020, Australian Privacy Principle 5, section 5 of India's Digital Personal Data Protection Act 2023 and United States state privacy laws, including telling staff that print and scan activity is logged and may be reported;
• obtain any consents or authorisations needed, including for drive mapping;
• if you allow individuals under 18 to use the Services, obtain any verifiable consent of a parent or guardian the law requires, and do not ask us to track or profile them;
• tell us before you use the Services for any data that a regulator requires you to store in a particular country, because Customer Data is stored and processed in the countries listed in our sub-processor list; and
• comply with any sector rules that apply to you, such as rules for health, financial or education records.

We will meet the privacy obligations that apply to us under the law, these Terms and any DPA.

Regulated data

Some kinds of information need specific contract terms. Unless we have agreed additional terms with you in writing, you must not use the Services to process: protected health information regulated by the US Health Insurance Portability and Accountability Act (HIPAA), unless you have signed a business associate agreement with us before that information is processed; criminal justice information regulated by the US CJIS Security Policy; or technical data controlled under export control laws.

If you are a health agency in New Zealand, we will handle health information in your Customer Data as your agent under section 11 of the Privacy Act 2020 and in a way that lets you comply with the Health Information Privacy Code 2020. If you are in Australia, you remain responsible for meeting the health records laws that apply to you, including the My Health Records Act 2012 and state and territory health records laws.

Aggregated statistics

We may create aggregated statistics about the operation of the Services, such as page volumes, delivery times and error rates, as part of providing the Services to you. We create them only from metadata, never from the content of documents or files. We de-identify them so they no longer identify you or any individual, we publicly commit not to re-identify them, and we do not use them to build profiles of individuals or to sell or share information.

15. Third-party services

The Services work with Third-Party Services that you choose to use, such as Microsoft 365, SharePoint, OneDrive, Microsoft Entra ID, Google Drive, Google Workspace, SMB file shares, and printers and MFPs. Those services are provided by others under their own terms, which you must comply with.

We are not responsible for the availability, security or performance of Third-Party Services, for changes their providers make, or for data while it is held in them. We are responsible for using reasonable care and skill in the way the Services connect to them.

AnyDrive uses each user's own Microsoft or Google authorisation, and AnyScan uses the authorisation set up for the destinations you configure. Users and administrators can revoke these authorisations at any time in their Microsoft or Google account settings, and the related features then stop working.

If a provider changes or withdraws a Third-Party Service in a way that stops a feature from working, we may change or withdraw that feature. We will give you as much notice as we reasonably can. If the change removes a material part of a Product you pay for, you may cancel that Product and receive a Pro Rata Refund.

16. Agent software

Some Products need Agent Software installed on computers or servers. AnyPrint agents run on Windows and macOS. AnyScan and AnyDrive agents run on Windows. During your Subscription or Trial, you may install and use the Agent Software on devices you own or control, for your internal business purposes, consistent with your Billing Units.

• The Agent Software makes outbound connections to our cloud services. The information it sends is described in the Documentation and the Privacy Policy.
• We release updates, including security updates, as new versions of the Agent Software. You are responsible for installing them and keeping the Agent Software on a supported version.
• The Agent Software may include third-party and open source components. These are licensed under their own terms, and we will give you the relevant notices on request.
• When your Subscription ends, your right to use the Agent Software ends and you must uninstall it.

17. Service availability, support and changes

Availability and service levels

We provide the Services with reasonable care and skill and use commercially reasonable efforts to make them available at all times, except for planned maintenance and events outside our reasonable control. Unless we agree a service level agreement with you in writing, for example in an Order, we do not commit to a specific uptime percentage or to service credits. Any service credits that we do agree are an adjustment to the price of the Services, not a penalty.

Planned maintenance

Where reasonably practicable, we give at least 48 hours' notice of planned maintenance that is likely to affect the Services, and we schedule it for low-usage times in the affected regions.

Extended outages

If a paid Product is materially unavailable for more than 3 consecutive days for a reason within our reasonable control, you may cancel that Product by notice and receive a Pro Rata Refund.

Support

Support is available by email at [email protected], and by phone on +64 9 886 5969, during New Zealand business hours on Business Days. We aim to respond within one Business Day.

Changes to the Services

We improve the Services regularly, and features may change. We will not materially reduce the core functionality of a Product you pay for during a billing period. If we plan a change that materially reduces core functionality, we will give you at least 30 days' notice where practicable, and you may cancel the affected Product and receive a Pro Rata Refund. If we decide to discontinue a Product, we will give you at least 90 days' notice. You will not be charged for that Product after the discontinuation date, and you will receive a Pro Rata Refund.

Early access features

We may offer features marked as early access, beta or preview. These features let you try new functionality before general release. They may change or be withdrawn, and they are not covered by any service level agreement. We will tell you before we withdraw an early access feature you are using, and we will not charge for one unless we tell you in advance.

18. Security

We maintain reasonable technical and organisational security measures that are appropriate to the nature of the Services and the risks involved. These include encryption of data in transit over our web, API and Agent Software connections, role-based access controls in the Portal, request logging and limits on repeated sign-in attempts. Scans that your devices email to us are encrypted in transit only if the device sends them over an encrypted (TLS) SMTP connection. The Documentation describes our security measures in more detail. No system is completely secure, but we work to protect the Services and to respond quickly to incidents.

You are responsible for the security of the parts of the setup you control, including:

• your computers, servers, network, printers and MFPs, including their SMTP and network configuration;
• endpoint security on devices where the Agent Software runs, and keeping the Agent Software up to date;
• configuring sender rules, destinations, permissions and roles correctly;
• your Authorised Users' credentials; and
• keeping your own backups of documents and files stored in your Third-Party Services.

19. Confidentiality

Each party may receive the other's confidential information, which includes Customer Data, pricing that is not public, security information and business plans. The receiving party will keep it confidential, use it only for the purposes of these Terms, and share it only with its staff, contractors and professional advisers who need to know it and are bound by confidentiality obligations.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed by it, or is lawfully received from someone else without a duty of confidence. A party may disclose confidential information when the law or a court requires it, but where lawful, it will first tell the other party and disclose only what is required.

These obligations continue during your Subscription and for 5 years after it ends. For trade secrets and Customer Data, they continue for as long as the information remains confidential.

20. Intellectual property and feedback

We and our licensors own all intellectual property rights in the Services, the Agent Software, the Portal, the Documentation, our website and our brands. You receive only the rights expressly given in these Terms.

You own your Customer Data, as set out in section 14.

If you give us feedback or suggestions, we may use them to improve our products without any obligation to you. We will not identify you publicly as the source or disclose your confidential information in doing so.

We will not use your name or logo in our marketing without your consent.

21. Suspension

We may suspend all or part of the Services only if:

• undisputed fees remain unpaid after the notices described in section 9;
• use of the Services poses a genuine and immediate risk to the security or integrity of the Services, our systems or other customers;
• there is a serious breach of section 13 (acceptable use); or
• the law or a binding order requires us to suspend.

Any suspension will be no wider or longer than reasonably necessary. Where practicable, we will suspend only the affected users or features. We will give you notice before suspending where practicable, and otherwise promptly afterwards, with our reasons. We will restore the Services promptly once the cause is resolved.

If we suspend for a reason that was not caused by you or your Authorised Users, you are not charged for the period of the suspension.

22. Termination, data export and deletion

Ending the agreement

• You may cancel at any time under section 11.
• Either party may terminate by notice if the other commits a material breach of these Terms and does not remedy it within 30 days after receiving notice describing the breach.
• Either party may terminate by notice if the other becomes insolvent or goes into liquidation, receivership or administration, to the extent the law allows.
• We may terminate for convenience by giving at least 60 days' notice. If we do, you receive a Pro Rata Refund.
• We may terminate immediately if the law or a sanctions measure prevents us from continuing to provide the Services to you. If we do, you receive a Pro Rata Refund.

What happens when the agreement ends

Your access to the Services and your right to use the Agent Software end, you must uninstall the Agent Software, and fees for the period up to termination remain payable. If you terminate because of a material breach by us that we did not remedy, you receive a Pro Rata Refund.

Exporting your data

You can export reports through the Portal at any time during your Subscription and for 30 days after it ends. During those 30 days you can also ask us for help to export other Customer Data we hold.

Deleting your data

After the export period ends, we delete your Customer Data from our active systems within 30 days, and from backups within 90 days as backups are overwritten. We delete any Microsoft or Google access and refresh tokens we hold for your account. You can also remove our access at any time from your Microsoft or Google account or admin settings. We may keep records that the law requires us to keep, such as invoices and billing records for the period tax law requires, and those records remain protected by these Terms. On request, we will confirm the deletion in writing.

Survival

Sections that by their nature should continue after the agreement ends will continue. These include sections 10, 12 (payment of Partner invoices), 14, 19, 20, 22 to 27, 29 and 30, and any obligation to pay fees already owed.

23. Rights the law does not let us exclude

Nothing in these Terms excludes, restricts or modifies any right, remedy, guarantee, warranty or other term that is implied or imposed by law and cannot lawfully be excluded or limited. Sections 24 and 25 apply only to the extent the law allows.

New Zealand

If you acquire the Services in trade, the Consumer Guarantees Act 1993 does not apply to the Services or to these Terms, to the extent section 43(2A) of that Act allows. To the extent section 5D of the Fair Trading Act 1986 allows, sections 9, 12A, 13 and 14(1) of that Act do not apply to statements made before you accepted these Terms that are not repeated in these Terms, the Documentation or your Order. Both parties are in trade and agree this is fair and reasonable. These provisions do not apply if you are not acquiring the Services in trade. Nothing in these Terms affects section 7 (unconscionable conduct) or the unfair contract terms provisions of the Fair Trading Act 1986.

Australia

If you are in Australia, you may have rights under the Australian Consumer Law, including consumer guarantees, that apply whatever law governs these Terms and cannot be excluded. Nothing in these Terms limits those rights or the unfair contract terms protections for small businesses.

Where you are a consumer under the Australian Consumer Law and the Services are not of a kind ordinarily acquired for personal, domestic or household use, our liability for failing to comply with a consumer guarantee is limited, at our option, to supplying the Services again or paying the cost of having them supplied again, to the extent the law allows.

Where the Australian Consumer Law treats you as a consumer, the following statement applies: Our services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled: to cancel your service contract with us; and to a refund for the unused portion, or to compensation for its reduced value. You are also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract.

Our warranty in section 24 applies for as long as you have a paid Subscription. To claim, contact AnySoft Limited, 241, 46 Tamahere Drive, RD 3, Hamilton 3283, New Zealand, [email protected], +64 9 886 5969, with your account name and a description of the problem. We will respond within 5 Business Days. We bear our own costs of dealing with a claim, and you do not have to pay anything to make one. The benefits of this warranty are in addition to other rights and remedies you have under a law in relation to the Services.

India

If, despite section 3, you are a consumer under the Consumer Protection Act 2019, nothing in these Terms excludes rights you have under that Act or the Consumer Protection (E-Commerce) Rules 2020. You may raise a complaint with our Grievance Officer, whose details and response times are in section 31.

United States and other countries

Nothing in these Terms limits liability that cannot be limited under the laws of the country, state or territory where you are based.

24. Warranties and disclaimer (important, please read)

Our commitments

We warrant that we will provide the Services with reasonable care and skill, and that the Services will perform materially in line with the Documentation. If they do not, tell us and we will use reasonable efforts to fix the problem. If we cannot fix it within a reasonable time, you may cancel the affected Product and receive a Pro Rata Refund. This does not limit your right to terminate under section 22 or to claim damages, subject to sections 23 and 25.

Your commitments

You warrant that you have authority to accept these Terms, that you have the rights needed for us to process your Customer Data as these Terms describe, that you have given the notices and obtained the authorisations described in section 14, and that the information you give us is accurate.

Disclaimer

Subject to section 23, and except as expressly set out in these Terms, the Services, the Agent Software, our website and the Documentation are provided “as is” and “as available”. We exclude all other warranties, conditions and representations, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. We do not warrant that the Services will be uninterrupted or error-free, or that every print job or scan will be delivered, because delivery depends on devices, networks and Third-Party Services outside our control.

25. Limitation of liability (important, please read)

This section applies to both parties equally, subject to section 23 and the exceptions below.

Indirect loss. Neither party is liable to the other for any indirect, consequential, special or punitive loss, or for loss of profits, revenue, goodwill or data, however caused, even if it was foreseeable. This exclusion does not apply to loss of data to the extent it is caused by our breach of our security or data protection obligations under section 14, section 18 or any DPA.

Overall cap. Each party's total liability to the other under or in connection with these Terms, whether in contract, tort (including negligence), under statute or otherwise, is limited to the total fees paid or payable by you for the Services in the 12 months before the event giving rise to the claim, or [amount and currency], whichever is greater.

Data protection. For a breach of our security or data protection obligations under section 14, section 18 or any DPA, our total liability is limited to two times the overall cap.

Exceptions. The cap and the exclusion above do not apply to:

• liability that cannot be limited or excluded by law;
• fraud, fraudulent misrepresentation or wilful violation of law;
• wilful misconduct, or gross negligence (meaning a serious and conscious disregard of an obvious risk);
• your obligation to pay fees for Services provided; or
• our obligations under the intellectual property indemnity in section 26, and your obligations under the indemnity in section 26 where the claim arises from your deliberate or unlawful breach of section 13.

Any other liability under section 26 counts towards the overall cap. Refunds and service credits that these Terms say we must give are not limited or excluded by this section and do not count towards the cap.

Each party must take reasonable steps to reduce any loss it suffers. A party's liability is reduced to the extent the other party caused or contributed to the loss.

26. Indemnities (important, please read)

Our indemnity

We will defend you against any claim by a third party that your use of the Services in line with these Terms infringes that third party's intellectual property rights, and we will pay any damages and costs finally awarded or agreed in settlement of that claim. This does not apply to claims arising from your Customer Data, Third-Party Services, changes you make to the Services, or use of the Services with products we did not provide or in breach of these Terms.

If such a claim is made, or we think one is likely, we may modify the Services so they do not infringe, obtain a licence for you to continue using them, or, if neither is reasonably possible, end the affected Services and give you a Pro Rata Refund.

Your indemnity

You will defend us against any claim by a third party that your Customer Data infringes that third party's rights or is unlawful, or that arises from use of the Services by you or your Authorised Users in breach of section 13. You will pay any damages and costs finally awarded or agreed in settlement of that claim. This indemnity does not apply to the extent the claim arises from our breach of these Terms or our negligence.

How indemnity claims work

The party seeking protection must tell the other promptly about the claim, let the other party control the defence and any settlement, and give reasonable help at the other party's cost. A settlement that requires the protected party to admit fault or pay money needs its consent, which must not be unreasonably withheld. Each indemnity is reduced to the extent the protected party caused or contributed to the loss.

27. Export controls and sanctions

The Services and Agent Software may be subject to export control and sanctions laws, including those of New Zealand, Australia, the United States, the United Nations, the European Union and the United Kingdom. You confirm that you and your Authorised Users:

• are not located in, organised under the laws of, or ordinarily resident in any country or region subject to comprehensive sanctions under those laws, as updated from time to time;
• are not named on, or owned 50% or more by anyone named on, a sanctions or restricted party list under those laws; and
• will not use the Services for any purpose those laws prohibit, including military end uses or weapons of mass destruction.

If you breach this section, we may suspend or terminate the Services immediately.

United States government users

The Services, Agent Software and Documentation are commercial computer software and commercial computer software documentation under FAR 12.212 and DFARS 227.7202. Government users receive only the rights set out in these Terms.

28. Changes to these Terms

We may change these Terms only for a legitimate reason, such as a change in law, a security need, a change to the Services or to make the Terms clearer.

If a change could disadvantage you, we will give you at least 30 days' notice by email to your administrators and billing contact, and in the Portal, before it takes effect. If you do not accept the change, you may cancel before it takes effect without penalty and receive a Pro Rata Refund.

For any other change, we will give the same notice at least 14 days before it takes effect. Changes that only benefit you or correct errors, such as fixing typos or adding protections for you, may take effect when we publish them. A change needed urgently to comply with the law or to address a security risk may take effect sooner, and we will tell you about it as soon as practicable. We keep a change log and copies of earlier versions, which we will give you on request.

A change does not apply retrospectively, does not change the main subject matter of your Subscription to your detriment, and does not affect a dispute that has already been notified. Price changes are dealt with in section 9.

29. Disputes, governing law and jurisdiction

Resolving disputes

If a dispute arises, the party raising it must give the other written notice with details. Senior representatives of both parties will then try in good faith to resolve it within 20 Business Days. If they cannot, either party may refer the dispute to mediation in New Zealand, which may be held online. The mediator is agreed by the parties or, if they cannot agree, appointed by the Arbitrators' and Mediators' Institute of New Zealand (AMINZ), and the mediator's costs are shared equally. If mediation does not resolve the dispute within 30 Business Days of referral, either party may start court proceedings.

Nothing in this section stops either party from seeking urgent interim relief from a court, or from making a complaint to a regulator such as the Commerce Commission, the Office of the Privacy Commissioner, the ACCC, the OAIC, the Data Protection Board of India or a US state attorney general.

Governing law

These Terms are governed by the laws of New Zealand. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The Uniform Computer Information Transactions Act does not apply.

Courts

The courts of New Zealand have exclusive jurisdiction over disputes under these Terms, except that: (a) if you are based in Australia, you may also bring proceedings in the courts of Australia; and (b) either party may seek urgent interim relief in any court with jurisdiction.

Mandatory local law

Choosing New Zealand law does not remove rights you have under mandatory law where you are based, including the Australian Consumer Law, mandatory Indian law and mandatory United States federal or state law.

30. General

• Notices: we send notices to your administrators' email addresses or through the Portal. You send notices to [email protected], marked "Legal notice", or by post to our registered office. An email notice is received when the recipient can retrieve it (Part 4 of the Contract and Commercial Law Act 2017), unless the sender gets a delivery failure message. A notice received after 5pm, or on a day that is not a Business Day, is received on the next Business Day. Electronic notices and records satisfy any legal requirement for writing or a signature under the electronic transactions laws that apply, including the Electronic Transactions Act 1999 (Cth), section 13 of the Information Technology Act 2000 (India) and the US E-SIGN Act.
• Service and marketing messages: while you have an account we send service, billing and security messages. If we send marketing messages, we do so only with consent where the law requires it. Each marketing message includes an unsubscribe option that is free, works for at least 30 days after the message is sent, and is actioned within 5 Business Days.
• Compliance with laws: each party will comply with the laws that apply to it in performing these Terms, including privacy, tax and foreign exchange laws. You confirm that paying our fees is permitted under the laws that apply to you.
• Assignment: neither party may transfer its rights or obligations under these Terms without the other's consent, which must not be unreasonably withheld. Either party may transfer them to a successor that takes over all or substantially all of its relevant business and agrees to be bound by these Terms, after giving notice.
• Subcontractors: we may use subcontractors to provide the Services, and we remain responsible for them.
• Events outside a party's control: neither party is liable for delay or failure caused by events beyond its reasonable control, such as natural disasters, internet or power failures, outages of major cloud platforms, or government action. The affected party must notify the other promptly and take reasonable steps to limit the impact. This does not excuse payment for Services already provided. If such an event prevents a party from performing for more than 30 days, either party may terminate the affected Services by notice, and you receive a Pro Rata Refund. You are not charged for any period in which the event makes the Services unavailable to you.
• Entire agreement: these Terms, your Order, any DPA and the documents they refer to are the entire agreement between the parties about the Services. They replace earlier discussions and statements. Nothing in this clause limits liability for fraud.
• Severability: if any part of these Terms is invalid, unenforceable or unfair under law, it is read down or removed only to the extent necessary, and the rest of these Terms continues to apply.
• No waiver: if a party does not enforce a right, or delays enforcing it, that is not a waiver of the right.
• No third-party rights: no one other than the parties has any right to enforce these Terms, including under subpart 1 of Part 2 of the Contract and Commercial Law Act 2017.
• Relationship: the parties are independent contractors. These Terms do not create a partnership, joint venture, agency (except as described in section 14) or employment relationship.
• Language: these Terms are written in English. If we provide a translation, the English version applies if there is any inconsistency. Customers in India may request a translation of these Terms or the Privacy Policy into any language listed in the Eighth Schedule to the Constitution of India by emailing [email protected].

31. Contact us

AnySoft Limited (trading as AnySoft), company number 8645107, NZBN 9429051190811, 241, 46 Tamahere Drive, RD 3, Hamilton 3283, New Zealand.

• Email: [email protected]
• Phone: +64 9 886 5969
• Legal notices: [email protected], marked "Legal notice"
• Privacy: see our Privacy Policy
• Grievance Officer (India): Abdul Nawab, [email protected], AnySoft Limited, 241, 46 Tamahere Drive, RD 3, Hamilton 3283, New Zealand, +64 9 886 5969. We acknowledge every grievance within 24 hours and resolve it within 15 days. Where a longer period is allowed by law, such as for requests under the Digital Personal Data Protection Act 2023, we still aim for 15 days and will never exceed the period the law sets.