The following Terms set out the terms by which Steel Performance Solutions agrees to allow you access to, and use of, the Platform.
Access to, and use of, the Platform are provided subject to the Terms, and by accessing and using the Platform, you accept the Terms in full.
- We agree to allow you access to, and use of, the Platform solely for the Permitted Purpose.
- You agree that your right to use the Platform is subject to the following conditions:
- You will use the Platform for personal use only.
- You must not use the Platform in any manner that is, or is likely to be, taken as indicating your ownership or authorship of the Platform.
- You must not use the Platform for any commercial use or promotion, or any use that indicates sponsorship, approval, an endorsement, or an affiliation between us and you, or any other use that may be misleading or deceptive.
- You must not use the Platform in any way that is, or is likely to be, contrary to law, defamatory, offensive, infringing, obscene, indecent, unlawful, objectionable, or damages (or is likely to damage) our reputation or the reputation of any other person.
- You must not falsify the true ownership of the Platform, or any material or information provided by us to you.
- You must not alter or modify the Platform in any manner, including (without limitation) altering or removing any Copyright, trade mark, or proprietary notice on the Platform without our prior written consent.
- You must not download, copy, modify, or make any reproduction of all (or any part of) the Platform, or allow any third party to do so, for any reason whatsoever without our prior written consent other than those parts that are specifically labelled as downloadable.
- You must not provide access to, or use of, the Platform to any other person.
- You must not redistribute any Platform including (without limitation) using it as part of any library, archive, or similar service.
- You must not hold yourself out as an authorised representative, affiliate, employee, or agent of us.
- You must not use the Platform in any way which would tend to allow them to become generic, lose its distinctiveness, become liable to mislead the public, or be materially detrimental to or inconsistent with our good name, goodwill, reputation and image.
- If you learn of any actual or suspected infringement or threatened infringement, counterfeit or passing-off of the Platform, you will immediately notify us giving full particulars of the circumstances. You will provide all reasonable assistance we may request in dealing with the matter.
- You will be responsible to us for any unauthorised act by you (whether direct or indirect) and/or your failure to comply with the Terms.
- All Intellectual Property in and to the Platform are exclusively owned or licensed to us, and you have no claim over the Platform (or any Intellectual Property in and to the Platform) other than your right to use the Platform for the Permitted Purpose while the Terms are in full force and effect.
- Nothing in the Terms grants you a right or license to use any trade mark, design right, or copyright owned by or controlled by us or any third party except as expressly provided in these Terms.
- Subject to clause 1.2(f), if you alter or modify the Platform in any manner (including without limitation creating other Platform based on the Platform), regardless of whether such alteration or modification is authorised or unauthorised, you agree ownership of any such alteration and/or modification will vest in us. If requested by us, you will sign any necessary documentation required by us to record and give effect to the transfer of ownership to us.
- Where we give technical advice, we assume no obligation or liability for any technical advice so given. You receive such technical advice entirely at your own risk.
- Our Site and/or other websites may, from time to time, contain links to the websites or content of other persons. You access this content at your own risk. We accept no responsibility for the content of any websites or other electronic sites provided by other persons.
- We are also not responsible for any damage, loss, expense or claim of whatsoever nature arising from or connected with any virus or hacking that arises.
- Where any Site requires you to register in order to use it and/or access the Platform, you must provide accurate and complete information. It is your responsibility to update and maintain changes to that information (including your e-mail address) by altering your details as appropriate.
- Registration on any Site is for a single user only. We do not allow any other person to share any username, pin, or password.
- We will not be liable for any unauthorised transactions or communications made using your username, pin number, or password.
- We may collect customer information for marketing and promotional purposes. This data includes customer information gathered through transactions online and customer surveys. We respect your right to privacy and intend to ensure your personal information is handled in a safe and responsible manner. You agree that information you submit to us will not contain any unlawful, abusive or obscene material. You are solely responsible for the information you provide to us.
- You agree that we may use and/or disclose information about your demographic in any manner, including (without limitation) for marketing and promotional purposes, that does not reveal your identity.
- We may use your customer details or any other information as may be reasonably necessary for the purpose of determining payment of any amount owed arising out of your Permitted Use of the Platform.
- You acknowledge that, from time to time, you may have access to certain information (whether written or oral) relating to the Platform and/or our business affairs. Such information includes, without limitation know-how, materials, confidential information, and/or commercially sensitive methods that are not generally known to the public. You undertake to us that you will not, without our prior written consent:
- disclose any such information to any third party, use such information for your own commercial benefit, for the benefit of any other person outside the organisation, or in any way exploit such information other than for the purpose of the Terms; and
- provide (whether directly or indirectly) any person outside the organisation with a copy of, or disclose to any person the contents of, any document containing such information.
- We may amend the Terms from time to time. Notice of any such amendments will be announced on the Platform and will be effective immediately, unless we state otherwise. You are responsible for reviewing the Terms regularly to obtain timely notice of any such changes.
- Your continued use of the Platform will constitute your acceptance of any changes or revisions to the Terms.
- You acknowledge and agree that the Platform are provided by us “as is”, any service provided to you by us is “as available”, and no any express warranties or undertakings of any kind (either express or implied) are provided to you on our part.
- All statements, information and recommendations made by us about the Platform are believed to be reliable, but do not constitute a guarantee or warranty. All implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement are excluded to the full extent permitted by law.
- We do not guarantee, represent, or warrant that your access to, or use of, the Platform will be uninterrupted or error-free, and we may remove access to, or provision of, the Platform for indefinite periods of time, or cancel the access to, or provision of, the Platform at any time without notice to you.
- You expressly agree that your access to, use of, or inability to access or use, the Platform is at your sole risk.
- You access, and use, the Platform, Site, and/or any tools or services we provide you entirely at your own risk. We are not responsible for any virus, hacking, or any other harm of any nature suffered by you.
- You will at all times indemnify us and keep us and any of our officers, employees and agents indemnified against any and all claims, losses, damages, costs (or other expenses of any nature whatsoever) incurred or suffered by us arising out of or in connection with your use of the Platform, access to the Platform, use of any associated services provided to you by us, and/or your non-performance of any of your obligations under the Terms.
- In no event will we be liable (whether in contract, tort, negligence or in any other way) to you or any other person for:
- loss of profits or savings, loss of goodwill, loss of opportunity, loss of production;
- loss, damage, cost, expense of any kind whatsoever which is indirect, consequential, or of a special nature; and/or
- any injury of any kind whatsoever suffered by you, or any other person, arising directly or indirectly from the Platform supplied by us to you, or any breach of any of our obligations arising under or in connection with the Terms even if we have been advised of the possibility of damages.
- Subject to clause 9.3, in no event will our total liability to you under any claim of whatever nature arising directly or indirectly from the Platform (or other services, Intellectual Property, materials, or tools provided by us to you) will not in any circumstances exceed the Licence Fee payable in the 12 month period before the date such liability first arose.
- We will not be liable for any failure to provide access to, or use of, the Platform or otherwise perform our obligations under the Terms due to Force Majeure. We may cancel your access to the Platform, if the cost of supplying access or use is increased materially as a result of such Force Majeure. For the purposes of this clause, “Force Majeure” meaning any inability to supply the Platform to you due to labour or industrial disputes, delays, hacking, electronic virus, act of god, act of terrorism, fire, flood, storm, adverse weather conditions or other matters beyond our control.
- We may immediately limit, suspend, or stop providing you with access to, or use of, the Platform if:
- any agreement we have with your employer or organisation ends;
- any agreed subscription you have with us in relation to the Platform ends;
- you fail to comply with the Terms, or any other relevant agreement you have with us;
- we suspect you have breached our Intellectual Property;
- we suspect you have used, are using, or are likely to use the Platform in an unauthorised manner, or in an offensive manner, or in a manner contrary to law;
- you use the Platform in any way that causes legal liability to us, disrupts our business, or disrupts others’ use of the Platform;
- we give you prior written notice your access to, or use of, the Platform has terminated;
- pursuant to clause 8.3 and/or clause 10.1; and/or
- we are investigating suspected misconduct by you, including (without limitation) a suspected breach of the Terms.
- We have no obligation to you to retain your access to, or any content you have, relating to the Platform upon termination.
- You may write to us to terminate your right to access to, and use, the Platform at any time. If you terminate a subscription in the middle of a billing cycle, you will not receive a refund for any period of time you did not use the Platform in that billing cycle.
- On termination of the Terms, you must immediately cease all use of the Platform. On termination of the Terms, the provisions of clauses 1.2l, 1.2m, 1.2n, 2.1, 2.2, 2.3, 3.3, 4.3, 5.2, 5.3, 5.4, 6.1, 8.1 to 8.3, 9.1 to 9.4, 10.1, 11.2, 11.4, 12.1, 13.1, 14.1 and any other provisions required to give effect to those clauses survive. Termination of the Terms will be without prejudice to the rights and remedies accrued prior to termination, including any prior breach of the Terms.
- If any part of the Terms is found to be invalid or unenforceable, the Terms will be deemed to be amended by the addition or deletion of wording as appropriate to remove the invalid part or provision but otherwise to retain the provision or other provisions of these Terms to the maximum extent permissible under the applicable law.
- Our failure or delay to exercise any right or remedy we may have under these Terms will not be construed or operate as a waiver thereof, nor will any single or partial exercise or any right or remedy preclude the further exercise of such right or remedy.
- The Terms will be governed by the law of New Zealand. You agree to submit to the non-exclusive jurisdiction of the courts of New Zealand.
- In the Terms, the following words have the following meanings:
“Copyright” means all copyrights and all rights in the nature of copyright, in any original artistic, literary and other Platform relating to the Platform as may exist anywhere in the world;
“Intellectual Property” means any and all rights and interests in any intellectual property or like rights including but not limited to:
- trade marks (registered or unregistered), including without limitation trade mark applications and trade mark registrations;
- Copyright, trade secrets, confidential information, and know-how, including without limitation documents, materials, information, Frameworks, training materials, tools, models, methodology and the Process by which they are deployed and/or applied;
- rights in relation to designs (whether or not registrable);
- patents and patent applications; and
- business names and/or rights in relation to domain names and the right to apply for registration of any such rights;
“Platform” means any or all of the documents, information, materials, websites, wap sites, electronic platforms, blogs, email blogs, and/or apps we provide to you, or that you access or use via us, including (without limitation):
- all Intellectual Property in or relating to such documents, information, materials, websites, wap sites, electronic platforms, blogs, email blogs, and/or apps;
- the constituent pages of such documents, information, materials, websites, wap sites, electronic platforms, blogs, email blogs, and/or apps; and/or
- the Site, The Steel Performance System™ platform, and/or our blog known as “Performance Talk”.
“Steel Performance Solutions” means Steel Performance Solutions Limited (New Zealand company 6221490), Steel Performance IP Holdings Limited (New Zealand company 9429041879733), affiliates, successors, and assignees of the aforesaid;
“Terms” means these terms and conditions;
“We” or “our” or “us” means Steel Performance Solutions; and/or
- You cannot assign any of your rights or obligations under the Terms without prior written consent from us.
- We can assign our rights and obligations under the Terms without your consent.
- In the Terms:
- headings are used for convenience only, and will not affect its interpretation;
- references to singular include the plural and vice versa; and/or
- where a word or phrase is defined, its other grammatical forms have a corresponding meaning.