Master Service Agreement
By using Dataimporter Limited’s services, you agree to be bound by the terms and conditions of this Master Service Agreement ("Agreement"). Use of Dataimporter Limited’s services constitutes acceptance of this Agreement.
1. Definitions
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Agreement" or "
MSA": This Master Services Agreement, each Order Form, the Data Processing Addendum (“DPA”), the Privacy Policy, any Acceptable-Use Policy (“AUP”) and any documents expressly incorporated by reference.
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Affiliate": Any entity that directly or indirectly controls, is controlled by or is under common control with a party, where “control” means ≥ 50 % ownership or the power to direct management.
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Authorised User": An individual whom Client permits to use the Service.
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Beta User": Pre-release or pilot functionality identified as beta, preview, pilot or similar.
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Client": The organisation or individual identified on an Order Form, or the person creating a Free-Plan account.
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Confidential Information": Non-public information disclosed by one party to the other, designated as confidential or that a reasonable person should understand is confidential.
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Customer Data": Electronic data, content or files uploaded to, transmitted through or accessed by the Service on Client’s behalf, including Salesforce records and related metadata.
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Documentation": The online user guides, API docs and policies published at
https://help.dataimporter.io (as updated from time to time).
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DPA": The Data Processing Addendum located at
https://www.dataimporter.io/security#dpa.
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Effective Date": The date this Agreement is entered into by both parties.
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Evaluation Period": A time-limited free trial of the paid Service expressly offered by Dataimporter (maximum 30 days unless stated otherwise).
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Fees": All amounts payable for Subscriptions, professional services or add-ons, as specified in an Order Form or invoice.
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Free Plan": The limited-functionality, no-charge tier of the Service available after any Evaluation Period.
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Order Form": A document (including an online checkout page) that sets out Subscription quantities, scope and Fees, and references this MSA.
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Service": Dataimporter’s cloud software platform for data loading, migration, transformation and automation with Salesforce (including any APIs, websites and mobile apps provided by Dataimporter).
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Subscription": The right to access and use the Service, purchased on a per-org or per-seat basis as set out in an Order Form.
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Subscription Period": The initial and any renewal term for a Subscription, as set out in an Order Form.
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Support Services": Technical support and maintenance provided by Dataimporter under clause 2.2.
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Taxes": All sales, use, VAT, GST or similar taxes, excluding taxes on Dataimporter’s net income.
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Third-Party Services": Non-Dataimporter applications, products or services (e.g. Salesforce, AWS) that integrate or interoperate with the Service.
2. Provision of Service & Support
2.1 Availability. Dataimporter will use commercially reasonable efforts to make the Service available
24 × 7, excluding (a) scheduled maintenance (of which Dataimporter will endeavour to give at least 48 hours’ electronic notice) and (b) downtime caused by circumstances beyond Dataimporter’s reasonable control.
2.2 Support. Paid-plan tickets submitted to
support@dataimporter.io receive an initial human response within
one (1) NZ business day. Free-Plan and Evaluation enquiries are answered on a best-efforts basis.
Security. Dataimporter will maintain administrative, physical and technical safeguards consistent with industry standards, as described on its
Security page.
3. Free Plan & Evaluation3.1 Licence. During the Evaluation Period or Free Plan, Dataimporter grants Client a non-exclusive, revocable, non-transferable right to permit Authorised Users to use the Service for internal evaluation and non-commercial purposes only.
3.2 No SLA – “AS IS”. The Service is provided
“AS IS” during any Evaluation Period or Free Plan.
Dataimporter’s total aggregate liability arising from or related to free use is limited to NZ $10.
3.3 Termination. Dataimporter may suspend or terminate the Free Plan (or downgrade functionality) at any time on 24-hours’ notice, or immediately for security or Acceptable-Use violations.
4. Acceptable-Use & Client ResponsibilitiesClient and its Authorised Users must not:
(a) upload or distribute malware, spyware or other malicious code;
(b) perform automated data scraping or mass extraction except via documented APIs and within fair-usage limits;
(c) probe, scan or test the vulnerability of the Service or attempt to bypass security controls;
(d) access the Service or Documentation to build or benchmark a competing product;
(e) violate Salesforce’s or any Third-Party Service’s terms;
(f) post unlawful, infringing, defamatory or harmful content; or
(g) engage in any activity that could reasonably be expected to damage or impair the Service or its users.
5. SuspensionDataimporter may suspend Client’s or any Authorised User’s access:
1. for non-payment of undisputed Fees, following thirty (30) days’ written notice;
2. to mitigate an active security incident or prevent imminent harm;
3. for material breach of the AUP or clause 4; or
4. if required by law or court order.
Dataimporter will notify Client of the reason and restore access promptly once the issue is resolved.
6. Fees & Payment6.1 Invoicing & payment. Fees are invoiced in advance unless otherwise stated in an Order Form and are due within
thirty (30) days of invoice date.
6.2 Late payments. Overdue balances accrue interest at 1 % per month (or the maximum legal rate, if lower). Dataimporter may suspend the Service in accordance with clause 5.
6.3 Taxes. Fees are exclusive of Taxes. Client is responsible for all Taxes associated with its purchases, except taxes based on Dataimporter’s net income.
6.4 Price changes. Dataimporter may change Fees at renewal by giving at least sixty (60) days’ notice.
7. Intellectual Property & Customer Data7.1 Reservation of rights. Except as expressly granted in this Agreement, Dataimporter and its licensors retain all right, title and interest in the Service.
7.2 Customer Data ownership. Client retains all right, title and interest in Customer Data. Client grants Dataimporter a worldwide, limited licence to host, copy, transmit, display and process Customer Data only to provide and improve the Service.
7.3 Feedback. Dataimporter may use and incorporate any feedback or suggestions freely without obligation.
8. Data Protection & Privacy8.1 Each party shall comply with applicable privacy laws, including the NZ Privacy Act 2020, GDPR and CCPA where applicable.
8.2 The
DPA and
Privacy Policy (each as amended from time to time) are incorporated by reference. In case of conflict, the DPA prevails.
8.3 Dataimporter will process Customer Data solely as a processor on Client’s documented instructions, as set out in the DPA.
9. Warranties & Disclaimers9.1 Paid plans. Dataimporter warrants that (a) the Service will perform materially in accordance with the Documentation, and (b) it will provide the Service with reasonable skill and care.
9.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE, DOCUMENTATION AND BETA FEATURES ARE PROVIDED “AS IS”, AND DATAIMPORTER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ERROR-FREE OPERATION.
9.3 No warranties for free use or Beta Features. The warranties in clause 9.1 do not apply to the Free Plan, Evaluation Periods or Beta Features, all of which are provided without warranties.
10. Indemnities10.1 Dataimporter indemnity. Dataimporter will defend and indemnify Client against third-party claims alleging that the Service, when used in accordance with this Agreement, infringes a patent, trade-mark, or copyright, or misappropriates a trade secret, and will pay damages awarded against Client (or settlement amounts approved by Dataimporter).
10.2 Client indemnity. Client will defend and indemnify Dataimporter against claims arising from (a) Customer Data, (b) Client’s use of the Service in violation of the AUP or law, or (c) Third-Party Services integrated by Client.
10.3 Indemnity procedure. The indemnified party must (i) promptly notify the indemnifying party, (ii) allow sole control of the defence, and (iii) provide reasonable cooperation.
11. Limitation of Liability11.1 Cap (paid plans). Each party’s aggregate liability arising out of or related to the Service in any twelve-month period is capped at the total Fees paid or payable by Client under this Agreement in the six (6) months preceding the event.
11.2 Cap (Free Plan / Evaluation). For the Free Plan or Evaluation Period, Dataimporter’s aggregate liability is capped at NZ $10.
11.3 Unlimited liabilities. Nothing limits liability for death, personal injury, gross negligence, wilful misconduct, fraud, or any liability that cannot legally be limited.
11.4 Exclusion of consequential damages. Neither party is liable for indirect, consequential, punitive or special damages, including lost profits or loss of data, even if advised of the possibility.
12. Term & Termination12.1 Term. This Agreement starts on the Effective Date and continues until all Subscriptions have expired or been terminated.
12.2 Termination for convenience. Client may terminate a Subscription for convenience on thirty (30) days’ written notice; Dataimporter will refund any prepaid Fees covering the unused portion of the Subscription Period after the effective date.
12.3 Termination for material breach. Either party may terminate this Agreement or an affected Subscription immediately on written notice if the other party fails to cure a material breach within thirty (30) days of notice.
12.4 Effect of termination. Upon termination, Client’s right to use the Service ceases. Dataimporter will delete or return Customer Data in accordance with the DPA. Sections that by their nature should survive (e.g. clauses 7–11, 13–15) will survive termination.
13. Compliance StatementEach party represents that it (a) is not on any government denied-party list, and (b) will comply with all applicable export-control, sanctions, anti-bribery and anti-corruption laws in connection with this Agreement.
14. Revisions14.1 Dataimporter Limited reserves the right to revise the terms of this Agreement by updating this Agreement on the Dataimporter Limited website, and the Client’s continued use of the services after such an update shall be deemed to constitute acceptance of any revised terms in relation to all Client’s active Subscriptions and any other use of the services. Dataimporter Limited shall not exercise this right to materially reduce its obligations or the functionality of the services and will use reasonable endeavours to inform the Client, but the Client is advised to check the Dataimporter Limited website periodically for communications concerning such revisions.
14.2 If a change materially reduces Client’s rights, Client may terminate the affected Subscription within fourteen (14) days of notice and receive a pro-rata refund of prepaid Fees.
15. Miscellaneous
Entire Agreement. This Agreement is the parties’ entire agreement and supersedes all prior proposals, NDAs or other communications.
Order-of-precedence. Order Form ▶ DPA ▶ this MSA ▶ AUP ▶ Documentation.
Electronic signatures & communications. Electronic signatures and notices have the same legal effect as physical ones.
Force majeure. Neither party is liable for failure caused by events beyond reasonable control (e.g. natural disaster, war, internet failure).
Assignment. Neither party may assign this Agreement without the other’s consent, except to an Affiliate or in connection with a merger or asset sale.
Severability & waiver. If any provision is unenforceable, the remainder remains in effect. Failure to enforce a provision is not a waiver.
Governing law & venue. This Agreement is governed by New Zealand law; the courts of New Zealand have exclusive jurisdiction, except that disputes under the DPA will follow its dispute-resolution mechanism.
16. Reference. We may include your name and logo (as found on the Client's main website) on the Dataimporter website and marketing materials, to advertise that Client is a is a customer of Dataimporter. If the customer does not agree to this use, they shall notify Dataimporter in writing.
17. ContactDataimporter Limited
12 Puriri Street, Takapuna, Auckland 0622, New Zealand
Email:
support@dataimporter.io 
