1. Introduction
These Terms and Conditions (“Terms”) form a binding legal agreement between you (“Subscriber,” “you,” “your”) and Hectre (“Hectre,” “we,” “our,” “us”). By accessing or using Hectre’s Services, you accept and agree to comply fully with these Terms. Non-agreement precludes your use of the Services.
2. Definitions
In this section we explain how to subscribe to Hectre and use our services. When you see a word in bold, it will have the same corresponding meaning every time it’s used within these terms.
- You and Hectre: When we say you, your, or Subscriber, we mean both you and any entity or firm you’re authorised to represent. When we say Hectre, we, our or us, we’re talking about the Hectre entity you contract with and pay fees to based on the Hectre plan you’re using.
- Our services: Our services consist of all the services we provide now or in the future, including our online and mobile platform and software tools such as Spectre.
- Creating a subscription: When you sign the License Agreement to use our services and accept these terms, you become a subscriber. If you’re the subscriber, you’re the one responsible for paying for your subscription.
- People invited to use Hectre: An invited user is a person other than the subscriber who has been invited to use our services through a subscription. If you’re an invited user, you must also accept these terms to use our services.
- User roles and access: As a user, meaning subscriber invited user or anyone else using the subscription or products, inviting others into a subscription, you should understand the permissions you’re granting to invited users.
- The right to use our services: Whether you’re a subscriber or an invited user, we grant you the right to use our services (based on your subscription type, your user role and the level of access you’ve been granted) for as long as the subscriber continues to pay for the subscription, until the subscription is terminated, or – if you are an invited user – until your access is revoked.
- Subscriber role: As a subscriber, you take responsibility for fully controlling how your subscription is managed and who can access it. For example:
- You control access to a subscription. You decide who’s invited to use our services you’ve subscribed to and what kind of access the invited user has. You can change or stop that access at any time
- You’re responsible for resolving any disputes with any invited users over access to your subscription
- You’re responsible for all your invited users’ activity
3. Subscription and User Access
3.1 By entering into a License Agreement, the Subscriber accepts complete responsibility for management and oversight of all invited user access and compliance with these Terms.
4. Prohibited Conduct
4.1 Users are strictly prohibited from causing harm directly or indirectly to Hectre, including but not limited to:
(a) Compromising or attempting to compromise system security or integrity;
(b) Disrupting or impairing others’ use of the Services;
(c) Uploading or introducing malicious software or unauthorized data;
(d) Reverse-engineering, copying, modifying, redistributing, reselling, sublicensing, or commercially exploiting the Services without explicit written permission from Hectre;
(e) Engaging in fraudulent, abusive, offensive, or unlawful conduct toward Hectre’s personnel or other customers.
5. User Responsibilities
5.1 Users are required to:
(a) Provide accurate, current, and complete information at all times;
(b) Use passwords consisting of at least twelve (12) characters, incorporating upper- and lower-case letters, numbers, and special characters. Users must not reuse passwords across other services or accounts;
(c) Ensure that all account credentials are kept confidential and immediately change passwords and revoke access for any unauthorized users. Immediately notifying Hectre of any unauthorized access or known security breaches involving their account.
6. Intellectual Property Rights
6.1 Hectre retains sole ownership of all intellectual property rights related to the Services. Users obtain no rights except those explicitly granted by Hectre in writing.
6.2 Feedback provided by users automatically transfers to Hectre, who gains unrestricted rights to use such feedback as Hectre deems suitable.
7. Provision of Services
7.1 Hectre provides cloud-based Services on a strictly non-exclusive basis.
7.2 Service updates occur at intervals determined solely by Hectre, reflecting market needs and user requirements.
8. Hardware Procurement
8.1 Subscribers must independently procure hardware, necessary and fit for purpose, to utilize the Services unless Hectre expressly agrees in writing to procure hardware on the Subscriber’s behalf, applying appropriate procurement fees.
9. Pricing and Payment Terms
9.1 Subscription fees are due annually upfront and payable on the later of either the due date or within seven (7) calendar days of original invoice receipt. Late payments may incur interest at the rate applicable to the Hectre’s primary overdraft or other facility, accruing from the due date until payment is received in full.
9.2 Hectre reserves the right to update its price list periodically. Such changes will be communicated to subscribers at least 30 days in advance. Updated pricing will take effect on the next billing cycle following the notification, unless otherwise agreed upon in writing.
9.3 To account for inflation, unless explicitly stated otherwise in an individual License Agreement, subscription prices will automatically increase by up to 5% each year upon contract renewal. Hectre reserves the right to adjust these terms and will explicitly notify Subscribers of any adjustments exceeding this standard annual increase.
9.4 Subscribers must accurately and promptly disclose any changes to operational metrics (such as total tonnes or kilograms) that affect subscription pricing. Hectre reserves the right to adjust your annual invoice based on actual fruit production each season. If actual production exceeds the contracted tonnage by 10% or more, Hectre may issue an additional invoice post harvest for the excess tonnage, charged at your standard contract rate. If actual production is more than 10% below the contracted tonnage, a pro-rata credit may be applied to your next annual invoice. Any such credit is non-refundable and will not be issued in the event of contract termination.
9.5 Additional fees for onboarding and custom integrations apply and are separately detailed.
10. Camera Subscription and Maintenance Terms
10.1 Camera hardware subscriptions include installation, maintenance, and technical support under renewable twelve-month contracts.
10.2 Subscribers are fully liable for any damage caused by negligence, misuse, or failure to strictly follow provided maintenance instructions.
10.3 Replacement charges for camera components damaged by users are payable per the current published price list provided by Hectre.
11. Warranty and Equipment Liability
11.1 Camera hardware is warranted solely against manufacturing defects. Warranty becomes void if equipment maintenance instructions are disregarded or unauthorized repairs or modifications are made.
12. Training and Technical Support
12.1 Initial onboarding and training sessions are provided. Additional training requested by Subscribers beyond the initial onboarding may incur additional charges explicitly communicated by Hectre.
13. Reporting Hardware Issues
13.1 Subscribers must report all hardware-related issues immediately to support@hectre.com to avoid incurring additional liability for delays or further damage.
14. Relocation of Subscription Equipment
14.1 Subscribers must notify Hectre in writing, and receive approval, before relocating any subscription hardware and must strictly adhere to maintenance instructions provided by Hectre.
14.2 Any user-performed relocations without explicit prior approval and adherence to guidelines are at Subscriber’s own risk and cost. Hectre offers professional relocation services upon request for an additional fee. Even where prior approval is granted, the Subscriber remains fully liable for any damage or loss resulting from the relocation.
15. Termination and Equipment Return
15.1 Subscribers must provide written termination notice at least 120 days before the subscription expiry date.
15.2 Equipment must be returned to Hectre within thirty (30) calendar days after subscription termination at the cost of the Subscriber. Failure to return equipment in proper working order will result in charges based on Hectre’s current component replacement pricing.
15.3 Subscribers must clear all outstanding subscription fees and charges before termination finalization.
15.4 Upon termination, account access and data availability cease, and data retention is governed by Hectre’s internal policies.
16. Data Use, Privacy, and Security
16.1 Hectre will handle all personal and operational data per its Privacy Policy and applicable laws.
16.2 Subscribers grant Hectre a perpetual, royalty-free license to utilize subscriber-submitted data for Service operation, analytics, and enhancement.
16.3 Subscribers must regularly maintain independent data backups and implement robust security measures to protect their systems and account access credentials.
16.4 Representative Data and Intended Use
The data provided by Hectre, including fruit size distribution information obtained from images of fruit , is derived from representative samples only. It is not definitive proof of the exact contents of any specific bin. The purpose of this data is solely to enhance visibility, inform decision-making, and facilitate improvements across the supply chain. Hectre shall not be liable for discrepancies between the sample data provided and the actual contents of fruit bins.
17. Confidentiality
17.1 Both parties must strictly protect and not disclose confidential information except where disclosure is required by law, or expressly permitted within these Terms or elsewhere granted. Confidential information includes, but is not limited to, all non-public technical, business, financial, or operational information disclosed by either party, whether oral, written, electronic, or otherwise.
18. Third-party Products and Services
18.1 Subscribers may access third-party products through the Services, which are governed solely by their respective third-party terms. Hectre disclaims all liability and responsibility for third-party products or services accessed through the Services, and subscribers must resolve any issues directly with the third-party provider.
19. Maintenance and Downtime
19.1 Scheduled Service maintenance may cause temporary downtime. Subscribers will be notified in advance where practical.
19.2 Subscribers are fully responsible for maintaining current backup copies of their data.
20. Termination
20.1 Subscriptions automatically renew annually unless terminated by written notice 120 days before the subscription expiry date by either party.
20.2 Immediate termination will occur in the event of material breaches of these Terms, insolvency events, or non-payment of subscription fees.
20.3 Upon termination, subscriber access is revoked, and Hectre retains subscriber data per internal retention policies.
21. Liability and Indemnity
21.1 Subscribers fully indemnify Hectre from all third-party claims resulting from User misuse or improper use of Services.
21.2 Hectre’s liability is limited to direct damages, capped explicitly at total subscription fees paid in the preceding twelve (12) months.
21.3 Hectre disclaims all warranties except those non-excludable by law.
22. Dispute Resolution
22.1 Parties must initially attempt to resolve disputes amicably through direct communication before resorting to binding arbitration or adjudication in the New Zealand Courts.
23. General Provisions
23.1 Force Majeure: Neither party will be liable for failure or delay in performing their obligations under these Terms if caused by circumstances beyond reasonable control, including but not limited to acts of war, terrorism, pandemics, natural disasters, or government action.
23.2 Notices: All formal communications must be directed explicitly via email provided by each party.
23.3 Assignment: Hectre reserves the explicit right to assign its rights and obligations within its corporate group without prior subscriber consent.
23.4 Modifications: Hectre reserves the explicit right to periodically modify these Terms and shall notify Subscribers of substantial amendments in advance.
23.5 Governing Law and Jurisdiction: These Terms shall be exclusively governed by and construed in accordance with New Zealand law, and the parties submit explicitly to the jurisdiction of New Zealand courts.
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