1.1 - Welcome to the online self-service marketplace ("Marketplace") of Spark, a division of Spark New Zealand Trading Limited, where existing Spark clients are able to manage and order selected business apps and Spark products and services.
1.2 - These Spark Cloud Marketplace Terms and Conditions and the terms and conditions of your existing agreements with Spark (or, if you do not have any existing agreements with Spark, then Spark’s General Terms apply to all of the goods, products and services (including collaboration services) that Spark provides via the Marketplace. In the event of any conflict or inconsistency between these Spark Cloud Marketplace Terms and Conditions and your Existing Agreements, these Spark Cloud Marketplace Terms and Conditions will prevail to the extent of such conflict or inconsistency. View Spark general terms
1.3 - Spark may amend the Spark Cloud Marketplace Terms and Conditions from time to time. Amendments will be effective immediately upon posting of the amended terms and conditions on this website. You are responsible for ensuring you are familiar with the latest Spark Cloud Marketplace Terms and Conditions. Your continued use of the Marketplace represents your agreement to be bound by the amended Spark Cloud Marketplace Terms and Conditions.
2.1 - You may be assigned one, or a combination, of the following services available through the Marketplace:
(a) Management of Existing Services
(b) Ordering of Products or Services
(c) Business Apps
3.1 - A User ID will be created for you and you will be required to set a password before you can access and use the Marketplace (“Login Credentials”).
3.2 - You must keep your Login Credentials confidential and secure at all times and you accept responsibility for any unauthorised use where you fail to keep your Login Credentials confidential and secure.
3.3 - You are responsible for the use of your Login Credentials that you provide to any third parties including your employees and any other users you authorise to access the Marketplace.
Where you have been assigned the ability to access the Marketplace for Management of Services you will be responsible for any changes you make to the relevant Service through the Marketplace.
Where you have been assigned the ability to access the Marketplace to purchase products or services the following provision will apply:
5.1 - When you place an order or services request through the Marketplace you are unable to cancel the order unless you obtain the prior consent of Spark, or clause 6.2 applies. The placement of an order or service request does not constitute acceptance of your order. Your order will be accepted when you receive an acceptance either online after placing your order or an email confirmation from us, or upon dispatch of the relevant products or performance of the relevant services (whichever occurs first). Acceptance of orders is at the sole discretion of Spark and an order is not binding upon Spark until it is accepted.
Where you have been assigned access to Spark Cloud Marketplace (Marketplace) to purchase applications, in addition to section 5 above, the following provisions will apply:
6.2 - Terms of Purchase:
You agree that:
(b) Your continued use of the Marketplace represents your agreement to be bound by the Terms and Conditions stated in the Ingram Micro Cloud Marketplace (US) General Terms of Service. View Ingram Micro general terms of service
6.3 - Ownership; Proprietary Rights: Ingram Micro retains all right, title and interest in and to the Marketplace and reserves all rights not expressly granted in these Spark Cloud Marketplace Terms and Conditions.
6.4 - Warranty Disclaimer: Spark make no warranties on behalf of Ingram Micro. All warranties, representations or conditions relating to the Marketplace (whether express, implied or whenever arising) whether originating in statute, law, trade, custom, or otherwise that would (but for this clause) apply, are expressly excluded by Spark and Ingram Micro to the fullest extent permitted by law.
6.5 - Limitation of Liability and Damages:
You agree that:
(a) Ingram Micro shall not have any direct liability to you in respect of any matter, including (without limitation) liability for the products and services offered on the Apps Marketplace or liability in respect of the Marketplace itself; and
(b) These Spark Cloud Marketplace Terms and Conditions are intended to confer benefits on Ingram Micro and to create obligations on you which are enforceable at the suit of Ingram Micro whether by way of defence or otherwise pursuant to the provisions of the Contracts (Privity) Act 1982. You acknowledge and agree that Ingram Micro is a third party beneficiary of the Spark Cloud Marketplace Terms and Conditions and is entitled to enforce them as if it were a party to these terms and conditions.
7.1 - The prices listed on this Marketplace are exclusive of GST unless otherwise stated. If prices are not specified for any products or services available on this Marketplace (excluding any service identified in the Marketplace as not incurring any charges), and you have an existing agreement with Spark, the prices specified in the existing agreement which you have with Spark will apply to those products or services. We will advise you if delivery costs are applicable
7.2 - The prices listed on this Marketplace may be altered at any time and all products and services are sold subject to the prices applying at the time that Spark accepts your order. If the price applying at the time that Spark accepts your order is greater than the price listed on this Marketplace when you submitted your order, the greater price will apply unless within 24 hours of receiving email confirmation you notify Spark that you wish to cancel your order.
8.1 - You are prohibited from using this Marketplace for any unlawful purpose or in contravention of these terms and conditions.
8.2 - Without limiting any other rights and remedies available to Spark, Spark may limit your activities on the Marketplace, remove you from the Marketplace, issue a warning to you, suspend or terminate your status as a user of the Marketplace, cancel any order which it has accepted, or refuse to provide any other products or services to you, if you breach these terms and conditions, the Spark website legal disclaimer and/or your existing agreement with Spark or otherwise where Spark considers it appropriate.
9.1 - In relation to the provision of goods, products and services by Spark (including collaboration services) the liability of the parties is governed by your Existing Agreements.
9.2 - Your use of this Marketplace is at your own risk. While Spark has endeavoured to supply accurate information on this Marketplace, Spark, its officers, employees, advisors and agents do not warrant its accuracy, adequacy, currency or completeness, or that it is suitable for your intended use. The Marketplace, content and materials are provided on an “as is” and “as available” basis. Under no circumstances, including but not limited to negligence, shall Spark be liable for your reliance on any such information nor shall Spark be liable for any direct, incidental, special, consequential, indirect or punitive loss or damages that result from the use of, or the inability to use, this Marketplace.
9.3 - Spark will use its reasonable endeavours to ensure the availability of the Marketplace, subject to any downtime required for maintenance. However, Spark take no responsibility for any Marketplace unavailability, or for any loss that is incurred as a result of the Marketplace or any services contained on the Marketplace being unavailable. Further, Spark assume no responsibility for the corruption of any data or information held by Spark.
10.1 - Spark may send you emails relating to your activities on the Marketplace, and for promoting and marketing the Marketplace. Spark may also send you regular electronic newsletters. Newsletters will contain clear and obvious instructions for how you can unsubscribe from the mailing list.