These Terms are binding on any use of the Software provided by Event Solutions and apply to you from the time that Event Solutions NZ Limited provides you with access to the Software.
These Terms were last updated on 21 February 2012.
A per fee specified in the agreement between the parties.
includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Software but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
means any data input by you into the Software.
means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
means the software provided by Event Solutions NZ Limited.
means the Internet site at the domain www.eventsolutions.co.nz or any other site operated by Event Solutions.
means Event Solutions NZ Limited.
means you and includes your employees, consultants, representatives and agents.
Event Solutions NZ Limited grants You the right to access and use the Software. This right is non-exclusive and non-transferable and limited by these Terms.
An invoice for the Access Fee will be issued to the Billing Contact from the date access is granted to the Software.
All Event Solutions NZ Limited invoices will be sent to you by email and are payable within 10 days of the invoice date. You are responsible for payment of all taxes and duties in addition to any applicable Access Fee.
You must only use the Software and Website for your own lawful internal business purposes, in accordance with these Terms and any notice sent by Event Solutions NZ Limited or condition posted on the Website.
You will ensure that all usernames and passwords required to access the Software are kept secure and confidential. You will immediately notify Event Solutions NZ Limited of any unauthorised use of your passwords or any other breach of security and Event Solutions NZ Limited will reset your password.
As a condition of these Terms, when accessing and using the Software, you must:
As a condition of these Terms, if you use any communication tools available through the Software (such as any email or SMS service), you agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for disseminating any material unrelated to the use of the Software including (but not limited to): offers of goods or services for sale, files that may damage any other person's computing devices or software, content that may be offensive to any of our other users, or material in violation of any law (including material that is protected by copyright or trade secrets which you do not have the right to use).
When you make any communication via the Software, you represent that you own the content of the communication. Event Solutions NZ Limited is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Software. As with any other web-based media, you must exercise caution when using the communication tools available on the Website. However, Event Solutions NZ Limited does reserve the right to remove any communication at any time in its sole discretion.
You indemnify Event Solutions NZ Limited against all claims, costs, damage and loss arising from your breach of any of these terms or any obligation you may have to Event Solutions NZ Limited, including (but not limited to) any costs relating to the recovery of any Access Fees that have not been paid by you.
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
The provisions of clauses A and B shall not apply to any information which:
Title to, and all Intellectual Property Rights in the Software, the Website and any documentation relating to the Software remain the property of Event Solutions NZ Limited (or its licensors).
Title to, and all Intellectual Property Rights in, the Data remain your property. However, your access to the Data is contingent on full payment of the Event Solutions NZ Limited Access Fee. You must maintain copies of all Data inputted into the Software. Event Solutions NZ Limited adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. Event Solutions NZ Limited expressly excludes liability for any loss of Data no matter how caused.
You acknowledge that:
Event Solutions NZ Limited gives no warranty about the Software. Without limiting the foregoing, Event Solutions NZ Limited does not warrant that the Software will meet your requirements or that it will be suitable for your purposes. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
You warrant and represent that you are acquiring the right to access and use the Software and agreeing to these Terms for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Software, the website or these Terms.
To the maximum extent permitted by law, Event Solutions NZ Limited excludes all liability and responsibility to you (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of Data, profits and savings) or damage resulting, directly or indirectly, from the use of, or reliance on, the Software.
If you suffer loss or damage as a result of Event Solutions NZ Limited's negligence or failure to comply with these Terms, and claim by You against Event Solutions NZ Limited arising from Event Solutions NZ Limited's negligence or failure will be limited in respect of any one incident, or series of connected incidents to the access fees paid by you in the previous 12 months.
In the event of a breach of these terms Event Solutions NZ Limited may take any or all of the following actions, at its entire discretion:
Termination of these Terms is without prejudice to the rights and obligations of the parties accrued up to and including the date of termination.
On termination of this Agreement you will:
In the case of technical problems you must make all reasonable efforts to investigate and diagnose problems before contacting Event Solutions NZ Limited. If you still need technical help, please check the support provided online by Event Solutions NZ Limited or failing that email us at firstname.lastname@example.org.
Whilst Event Solutions NZ Limited intends that the Software should be available as required, it is possible that on occasion it may be unavailable to permit maintenance or other development activity to take place.
If for any reason Event Solutions NZ Limited has to interrupt the Software for longer periods than Event Solutions NZ Limited would normally expect, we will use reasonable endeavours to publish in advance details of such activity on the Website.
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
You may not assign or transfer any rights to any other person without Event Solutions NZ Limited's prior written consent.
You accept that New Zealand law governs these Terms and you submit to the exclusive jurisdiction of the courts of New Zealand for all disputes arising out of or in connection with these Terms, without reference to any conflicts of laws.
If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Event Solutions NZ Limited must be sent to email@example.com or to any other email address notified by email to you by Event Solutions NZ Limited. Notices to you will be sent to the email address which you provided when setting up your access to the Software.
A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.