Terms of Service


These terms of use are intended to explain our obligations as a service provider and your obligations as a customer. Please read them carefully.

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.

We believe that our Software products will evolve over time based on user feedback. These Terms are not intended to answer every question or address every issue raised by the use of Event Solutions NZ Limited’s Software. Event Solutions NZ Limited reserves the right to change these terms at any time, effective upon the posting of modified terms and Event Solutions NZ Limited will make every effort to communicate these changes to you via notification on the Website. It is likely the terms of use will change over time. It is your obligation to ensure that you have read, understood and agree to the most recent terms available on the Website.


These Terms were last updated on 21 February 2012.

Definitions:

Access Fee

A per fee specified in the agreement between the parties.

Confidential Information

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.

Data

means any data input by you into the Software.

Intellectual Property Right

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.

Software

means the software provided by Event Solutions NZ Limited.

Website

means the Internet site at the domain www.eventsolutions.co.nz or any other site operated by Event Solutions.

Event Solutions NZ Limited or EMSL

means Event Solutions NZ Limited.

You

means you and includes your employees, consultants, representatives and agents.

Use of Software:

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.

Your Obligations:

Payment obligations:

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.

General obligations:

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.

Access conditions:

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:

  1. not attempt to undermine the security or integrity of EMSL’s computing systems or networks or, where the Software is hosted by a third party, that third party's computing systems and networks;
  2. not use, or misuse, the Software in any way which may impair the functionality of the Software or Website, or impair the ability of any other user to use the Software or Website;
  3. not attempt to gain unauthorised access to any materials other than those to which you have been given express permission to access or to the computer system on which the Software is hosted;
  4. not transmit, or input into the Software, any: files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which you do not have the right to use); and
  5. not modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer the Software or the Website except as is strictly necessary to use either of them for normal operation.
Communication conditions:

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.

Indemnity:

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.

Confidentiality:

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:

Intellectual Property

General:

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).

Data:

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.

Warranties and Acknowledgements

Acknowledgement:

You acknowledge that:

  1. You are authorised to use the Software and to access the information that you access using the Software and the Website (whether that information is your own or that of anyone else).
  2. If you are using the Software and accessing the Website on behalf of or for the benefit of an organisation (whether a body corporate or not) then Event Solutions NZ Limited will assume that you have the right to do so and that organisation will be liable for your actions or omissions (including any breach of these Terms).
  3. The provision of, access to, and use of, the Software is on an "as is, where is" basis and at your own risk.
  4. Event Solutions NZ Limited does not warrant that the use of the Software will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Software, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Software. Event Solutions NZ Limited is not in any way responsible for any such interference or prevention of your access or use of the Software.
  5. It is your sole responsibility to determine that the Software meets the needs of your business.

No warranties:

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.

Consumer guarantees:

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.

Limitation of Liability

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.

Breach:

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:

Accrued rights:

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:

Technical Problems

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 support@eventsolutions.co.nz.

Service availability

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.

Entire agreement

These Terms, together with the Event Solutions NZ Limited Privacy Policy and the terms of any other notices or instructions given to you under these terms, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between you and Event Solutions NZ Limited relating to the Software and the other matters dealt with in these Terms.

Waiver

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.

Delays

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.

No assignment

You may not assign or transfer any rights to any other person without Event Solutions NZ Limited's prior written consent.

Governing law and jurisdiction

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.

Severability

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.

Notices

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 support@eventsolutions.co.nz 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.

Rights of third parties

A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.