They should be read in conjunction with the appropriate Software End User Licence Agreement If you are downloading software online.
Please familiarise yourself with these Terms and observe them at all times. Your access and use of the Websites (including access and use of all Material made available on and through them, and any Material you Post on them) is your agreement to be bound by these Terms. If you do not accept these Terms, please stop using the Websites and their associated services.
Additional terms may apply to specific goods and services which are available through the Websites for example when downloading software or if we run a promotion. If any such terms apply, you must read those carefully and together with these Terms. If there are any inconsistencies between those terms and these Terms, then those other terms will prevail.
To help you understand these Terms, here is a summary:
a. These Terms apply when you use the Websites, including when you Post Material on the Websites (for example in a forum) and download software from the Websites.
b. You cannot use the Websites or Post any Material on the Websites in a manner that infringes these Terms.
c. You agree to use the Websites in a manner that complies with all applicable laws and regulations, relating to such use, and to keep your password secure (if you have one as part of your use of the Websites).
e. We contract out of the CGA and FTA in relation to business customers to the extent permitted by law (see clauses 24 and 25 for more information).
f. We may change or amend the Terms at any time by putting them on our Websites (see clause 30 for more information).
1. Defined terms in these Terms are as follows:
a. “CGA” – Consumer Guarantees Act 1993.
b. “Copy” (verb) – copy, reproduce, reverse engineer, modify, adapt, create a derivative work, redistribute, re-Post. “Copy” (noun), “Copies” and “Copying” have corresponding meanings.
c. “FTA” – Fair Trading Act 1986.
d. “Material” – messages, files, data, software, images, photographs, code and other such materials.
e. “Post” – post, display or publish.
g. “Products” – any software applications or related products developed or produced by us from time to time including, without limitation, any products released to customers in a beta state or otherwise for the purposes of gathering user feedback prior to commercial release.
h. “Services” – any services delivered by us from time to time including, without limitation, training, consultancy, project support or software installation or hosting.
j. “Virus” – any program code or programming instructions, or any thing or device, which may damage, interfere with, impair or otherwise adversely affect the operation of the Websites (or anything provided by us on and/or through the Websites), prevent or hinder access to any program or data; or enable unauthorised access to any program or data; impair or disrupt the operation of any program or the reliability of any data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise), including malicious code, trojan horses, worms, spyware, malware, computer viruses, logic bombs, backdoors, disabling code and other similar things. “Viruses” has a corresponding meaning.
k. “we” – Seequent Limited and our subsidiary or related companies. “us” and “our” and “Seequent” have corresponding meanings.
l. “Websites” – has the meaning given at the beginning of these Terms.
m.”you” – the person accessing or using the Websites, Products or Services. “you”, “your” and “yourself” have corresponding meaning.
Accessing the website
Accessing the websites and website content
2. The Websites (including Materials created by us, and any other content and documents made available on or through the Websites) are provided on an “as is” and “as available” basis.
3. We reserve the right to withdraw the Websites (or any part of them) at any time. We do not guarantee that your use of the Websites will be uninterrupted or error free, that defects will be corrected, that the Websites are free of any Virus or that the Websites will be available to you at all times.
4. We use reasonable efforts to include accurate, complete and up-to-date information on the Websites. We do not, however, make any warranties (either express or implied) or representations as to the Websites’ accuracy, timeliness, completeness, merchantability, fitness for a particular purpose (unless expressly stated otherwise) or non-infringement. We will periodically add, change, improve, or update the information and documents on the Websites without notice. You agree to check the Websites from time to time for such additions, changes, improvements or updates.
5. You agree to access and use the Websites (including the information contained on the Websites) in a manner that complies with all applicable laws and regulations and in a manner that does not infringe the rights of anyone else or restrict or inhibit their use and enjoyment of the Websites (including as expressly described in these Terms).
6. In particular, you agree not to:
a. damage or harm the Websites, or any underlying or connected network or system;
b. introduce any content or Virus to the Websites which is harmful;
c. upload or Post any content which infringes these Terms;
d. amend, vary or alter any information or content on the Websites (other than your own information);
e. use the Websites to transmit any spam, chain letters, pyramid schemes, hoaxes or other similar unsolicited communications of any kind; or
f. use any Virus, software programme, algorithm, methodology or other automatic device, including any spider, robot, scraper, or otherwise, to Copy, overwrite, monitor, collect or harvest any data, information or content found on the Websites, or use any manual process for the same purpose.
Links to third party websites
7. Hyperlinks to third party websites will take you outside the Websites. The hyperlinked websites are not under our control and we are not responsible for the content of any hyperlinked website or any hyperlink contained in a hyperlinked website, or any changes or updates to such websites. We provide these hyperlinks to you only as a convenience and do not give any representations as to the content on those websites. The inclusion of any hyperlink does not imply endorsement by us of that third party website. We are not responsible for, and do not monitor, the information and content on that website. If you choose to hyperlink to that website or access it, you do so at your own risk. You agree that we will not be held liable for any losses that you suffer as a result of accessing that third party website including, but not limited to, your device (which is used to access that website) becoming infected with any Virus.
Use of the Websites
Registering an account
9. To access certain features of the Websites you will need to register an account and set up a password.
Passwords and security
10. When registering an account (in accordance with the above) you will be required to set a password.
11. It is your responsibility to ensure that your password is at all times kept secure and confidential and not disclosed to any third parties. You agree:
a. you will not use a password that is easily guessed or relates to your easily identifiable personal information. This includes passwords that are comprised of birth dates, telephone numbers and sequential numbers. You also agree not to use anyone else’s account to access the Websites and to take all reasonable steps to prevent someone misusing or gaining unauthorised access to your computer system or to any codes or passwords you have to access the Websites;
b. to regularly scan and remove any Viruses and otherwise ensure your computer system and data are free of such Viruses;
c. that we will not be held responsible or liable for any losses that you suffer as a result of your password being disclosed to, or accessed by, a third party through no fault of our own;
d. to indemnify us for any losses that we suffer, through no fault of our own, as a result of your failure to keep your password confidential (including your password to any email account you use to register an account as set out above); and
e. not to use anyone else’s account to access the Websites.
Posting and sharing content on the Websites
13. You confirm that you have all rights, authorisations and permissions to Post any Material (including Copied Material) on the Websites. You agree to indemnify us for any losses that we suffer as a result of your failure to obtain any such authorisation or permissions, including if we utilise that Material in accordance with the Terms, in reliance on your confirmation and on the basis of the undertakings given by you.
14. By Posting Material on the Websites you agree:
a. to grant us a perpetual, irrevocable, royalty-free, unrestricted, sub-licensable, worldwide licence to use the Material in any manner we see fit. For the avoidance of doubt, only we may allow others to do the same without notifying you.
b. not to bring any claim or action against us in respect of any such use by us, in accordance with these Terms, of Material Posted by you, whether under or in relation to these Terms, or under statute, common law or equity. For the avoidance of doubt, this includes (but is not limited to) claims against us where such claim turns on any matters which are unknown to you at the time of Posting the Material (for example, a claim from a third party).
c. any feedback, ideas, or suggestions submitted by you, may be used by us without any obligation to compensate you for them.
d. not to Post the Material anywhere else in any other forum (online or otherwise) once it has been Posted on the Websites, unless you have received written permission from us.
15. You agree not to Post any inappropriate Material (for example, Material which is incorrect, defamatory, obscene, offensive, breaches any law or individual’s rights, promotes our competitors’ products or otherwise reflects adversely on us). We reserve the right to determine whether any Material is inappropriate in our absolute discretion. You also agree that we may take down any Material at any time without notice. You agree not to challenge any such determination by us.
Purchasing through the Websites
17. We may restrict the countries from which customers can purchase software through the Websites. If you purchase software from a restricted country by circumventing these restrictions your licence will become invalid and you will not be permitted access to support for the software. At our discretion, we may block you from the Websites or terminate your account.
Termination of your account
18. Termination of your account will not affect any of our rights under clause 14 or any other clause which by its nature survives termination of your account.
19. You acknowledge that we may cease offering access to any part of the Websites at any time without notice.
Our intellectual property
20. We own or have rights to all intellectual property, copyright and proprietary information in respect of the Websites which includes, but is not limited to, everything that you hear, read, download or access on or via the Websites (including Materials prepared and or created by us, or which we have rights to as noted above). You are not permitted to do anything which breaches these intellectual property right.
21. Without limiting the foregoing, unless we give you written permission, you may not Copy any aspect of the Websites. If we give you such permission, we may withdraw our permission at any time. Where we remove such permission, you must immediately withdraw any such Copies, and cease Copying the Websites (as applicable).
22. You may create a hyperlink to the Websites from another website owned or used by you. However, in doing so you must not suggest an association between the Websites and/or us and you, or give the impression that the Websites, and/or we, endorse that website or any content appearing on that website. Where you create a hyperlink to the Websites you are responsible for all direct and indirect consequences of that hyperlink. We may remove our permission for you to hyperlink to the Websites. Where this occurs, you agree to remove the hyperlink immediately without question. You agree to indemnify us for all loss that we (including any of our directors, employees, officers, affiliates, agents or suppliers) suffer as a result of your hyperlinking to the Websites in circumstances where you have breached these Terms.
23. It is prohibited to sell or Copy information obtained from us or from this Websites for commercial use.
Consumer Guarantees Act and Fair Trading Act
25. You agree that, to the extent that you are in trade and you acquire products or services from us in trade, the CGA does not apply to these Terms, provided it is fair and reasonable that you are bound by this paragraph. In all other cases, if the CGA applies to these Terms, nothing in these Terms limits your rights, and our obligations, under the CGA. If the CGA applies, our liability is limited to the maximum extent permissible under the CGA.
26. You also agree that, to the extent you are in trade and you acquire Products or Services from us in trade, you acknowledge that you do not rely on any representations or conduct other than those set out in these Terms. You also acknowledge that no claims may be brought by you under sections 9, 12A, 13 or 14(1) of the FTA to the extent those sections are applicable and provided it is fair and reasonable that you are bound by this paragraph.
27. To the extent permitted by law, we (including any of our directors, employees, officers, affiliates, agents or suppliers) will not be liable to you and/or any third party for any loss or damage (including, but not limited to, direct, indirect, incidental, special, punitive, consequential, lost profits, lost revenues, or similar economic loss, whether in contract, tort or otherwise) that you suffer in connection with the following (even if we are advised by you of such possibility of such loss arising):
a. the temporary or permanent non-availability of all or part of the Websites, or any hyperlinked website;
b. your use of the Websites (including downloading software, Posting Material and accessing resources) or of any hyperlinked website, or your use of, or reliance on, content contained on or accessed through the Websites or any hyperlinked website;
c. your use of, or reliance on, documentation or data generated by or accessed through the Websites; or
d. the loss, interception or alteration of any of your information transmitted over the internet (including any Material).
28. We also exclude any condition or warranty that could be implied into these Terms (but only to the extent that this is allowed by law).
29. In the event we are liable to you as a result of an event caused by us (as outlined above and subject to our obligations under the CGA), our maximum liability to you will be capped at NZD5,000.
30. These Terms are governed by and construed in accordance with the laws of New Zealand. You agree to submit to the non-exclusive jurisdiction of the New Zealand Courts in the event of any dispute or disagreement.
31. We reserve the right to vary, add or remove any part of these Terms at any time. Once published on the Websites the new amended Terms will become effective. You are responsible for checking the Terms. Please regularly review the Terms as they may change over time. Should any change be unacceptable to you, please stop using and accessing the Websites.
32. In order for you to use certain aspects of the Websites, it may be necessary for us to download configuration or other software to the device from which you are accessing the Websites. This may happen automatically when you carry out a certain action on the Websites.
33. “Seequent”, “Leapfrog”, “Earth Insights” and “Flow Insights” are registered trademarks of Seequent.
Updated: 31 May 2018