Unicart Licence Agreement
Unicart End User Licence Agreement
Version 2026.1 – effective 2 November 2026
IMPORTANT – PLEASE READ. This agreement is a legal contract between you and Unified Systems Ltd (NZBN 9429032437591) ("we", "us", "our"). By clicking "I Accept", or by installing or using Unicart, you agree to these terms. If you are accepting on behalf of a business, you confirm you have authority to bind it, and "you" means that business. If you do not agree, click "Cancel" and do not install or use Unicart.
1. Definitions
Software means the Unicart application, its extensions and plug-ins, any updates we provide, and its documentation.
Order means your quote acceptance, invoice, subscription or other record of what you have licensed from us, including the licence term and scope.
Licence Fee means the fee stated in your Order or our current price list.
Third-Party Services means systems Unicart connects to that we do not own or control, such as accounting software (e.g. MYOB, NetSuite, Xero), e-commerce platforms (e.g. Shopify, WooCommerce, Magento, VirtueMart), payment providers, and your web hosting.
2. Licence
Subject to these terms and payment of the Licence Fee, we grant you a non-exclusive, non-transferable licence to install and use the Software for your internal business purposes, on the number of installations stated in your Order (one installation means the Software installed on one computer or server), for the term stated in your Order. You may make one backup copy. The Software is licensed, not sold.
3. Restrictions
You must not, except as permitted by law or with our written consent:
(a) copy, sell, sublicense, rent, lend or otherwise make the Software available to anyone else;
(b) use the Software beyond the scope of your Order;
(c) reverse engineer, decompile or disassemble the Software, or attempt to obtain its source code;
(d) modify the Software or create derivative works from it;
(e) remove or bypass any licensing or security mechanism; or
(f) use the Software unlawfully or in breach of the terms of any Third-Party Service.
4. Ownership
We (and our licensors) own all intellectual property in the Software. You own your business data. Nothing in this agreement transfers ownership of the Software to you.
5. Fees and payment
You must pay the Licence Fee by the due date on our invoice. Fees exclude GST unless stated otherwise. If you do not pay on time, we may suspend or end your licence after giving you notice, and you will be liable for reasonable costs of recovering overdue amounts. Trial and not-for-resale (NFR) copies are free and may only be used for evaluation or demonstration.
6. Updates and support
During the licence term we will provide updates and reasonable support for the current version of the Software during our normal business hours, by email or phone. Support does not cover problems caused by: use contrary to the documentation; changes made by you or someone other than us; failure to install an update we have released; or a Third-Party Service. We may charge our standard rates for work outside the scope of support, such as training, custom development or data repair. Updates may be required to keep the Software working, especially when a Third-Party Service changes.
7. Third-Party Services
The Software exchanges data with Third-Party Services under your accounts with those providers. Your use of them is governed by their own terms. We do not control them and are not responsible for their availability, accuracy, pricing, or changes to their systems or APIs. If a provider changes or withdraws a service, some Software features may stop working until an update is available, or may not be able to be restored.
8. Your responsibilities
You are responsible for: keeping your systems and the Software's credentials secure; checking that data transferred by the Software (for example orders, customers, stock levels and prices) is correct before relying on it; and keeping regular backups of your accounting and website data. The Software automates data entry; it does not replace your own review of your financial records.
9. Data and privacy
The Software processes your business data on your computer and sends it directly to your Third-Party Services. We do not store that data. The Software may contact our servers to check your licence, check for updates and show product notices; this sends limited technical information such as your licence details and version number. If you choose to send us a diagnostic report, it will contain your Software settings, with passwords and keys masked. We handle any personal information in accordance with the Privacy Act 2020 and our privacy policy at https://www.unifiedsystems.co.nz/documents/privacy-policy.
10. Warranties
We will use reasonable skill and care in providing the Software and support. Otherwise, to the extent permitted by law, the Software is provided "as is", and we do not warrant that it will be error-free, uninterrupted, or meet every requirement of your business.
11. Consumer law
If you are acquiring the Software for the purposes of a business, you agree that: (a) the Consumer Guarantees Act 1993 does not apply; (b) sections 9, 12A and 13 of the Fair Trading Act 1986 do not apply; and (c) it is fair and reasonable that you are bound by this clause. If you are a consumer, nothing in this agreement limits your rights under the Consumer Guarantees Act 1993 or the Fair Trading Act 1986, and clauses 10 and 12 apply only to the extent those Acts allow.
12. Limitation of liability
To the extent permitted by law:
(a) we are not liable for any loss of profit, revenue, business, goodwill or data, or for any indirect or consequential loss, however it arises (including in negligence); and
(b) our total liability to you under or in connection with this agreement is limited to the Licence Fees you paid us in the 12 months before the event giving rise to the claim.
Nothing in this agreement limits liability that cannot be limited by law.
13. Term and termination
This agreement starts when you accept it and continues for the term in your Order, renewing as stated in your Order. You may end it at any time by uninstalling the Software (fees already paid are not refundable unless required by law). We may end it by notice if you materially breach it and do not fix the breach within 14 days of our notice. On termination you must stop using and uninstall the Software. Clauses 4, 5 (unpaid fees), 7, 10, 11, 12 and 15 continue after termination.
14. Changes
We may update these terms for new versions of the Software. The updated terms will be shown when you install or upgrade, and apply from then on.
15. General
This agreement, together with your Order, is the entire agreement about the Software. If any part is unenforceable, the rest still applies. You may not assign this agreement without our consent, which we will not unreasonably withhold. Neither party is liable for delay caused by events beyond its reasonable control. This agreement is governed by New Zealand law, and the New Zealand courts have exclusive jurisdiction.
16. Contact
Unified Systems Ltd, PO Box 124, Rangiora 7440, New Zealand. Email:
