Triplics Limited, trading as ecoPortal, (“ecoPortal”) has agreed to license you to access and use the Software on the following terms and conditions.
In these terms:
Access Key means a unique code and login password that allows you to access and use the website;
Data means data and information uploaded by you to the Website;
Documentation means all instruction manuals, user guides and other information relating to the website;
Intellectual Property Rights means all property and rights to patents, licences, trademarks, service marks, trade names, inventions, trade secrets, copyright, moral rights, design rights, know-how, confidential information and any other intellectual property rights;
With effect from the date you are given an Access Key, ecoPortal grants to you a non-exclusive, non-transferable licence to access and use the Website for your own internal business purposes and on these terms:
ecoPortal will provide documentation to assist you in accessing and using the Software.
In order to access and use the Website, you must register with ecoPortal and supply an email address.
You acknowledge that:
you are solely responsible for acquiring, servicing, maintaining and updating all equipment, interfaces and communication services that allow you to access the Website;
telecommunication services, computer networks and the Internet can be unpredictable and may from time to time interfere with or prevent access to the Website; and
ecoPortal is not responsible for any interference with your access to or use of the Website.
Intellectual Property Rights and Confidentiality
You acknowledge that the Intellectual Property Rights in the Website and the Documentation belong to ecoPortal.
ecoPortal acknowledges that the intellectual property rights in any data remain your property. You must maintain copies of all data entered into the website. ecoPortal will not be liable for any loss, damage or cost suffered by you or any other person as a result of the data being lost or corrupted.
You will treat all information relating to the Website and the Documentation as confidential unless it is in the public domain otherwise than by a breach of these Terms.
ecoPortal will treat as confidential all information relating to you that could reasonably be considered to be confidential, unless you permit ecoPortal to use the information or the information is in the public domain otherwise than by a breach of these Terms.
not copy any Documentation, except as necessary for your own back-up purposes;
maintain the confidentiality of your Access Key and not to allow any unauthorised person to use it;
not transfer or otherwise deal in the Documentation or your rights under these terms;
maintain all copyright notices on the Documentation;
notify ecoPortal immediately you become aware that any person may have unauthorised knowledge, access to or use of the Website or the Documentation.
ecoPortal warrants that it has the authority to grant you access to the Website and the Documentation.
ecoPortal warrants that to the best of its knowledge and belief the Website and the Documentation do not infringe any other person’s Intellectual Property Rights.
ecoPortal warrants that the Website will function substantially in accordance with the Documentation. ecoPortal will correct documented code errors caused by a defect in the Website but accepts no liability for any interference in your access to the Website caused by these defects.
Limitation of liability
Except as expressly provided in these terms, all representations or warranties (statutory, express or implied), except any which may not lawfully be excluded, are expressly excluded, including the implied warranties of merchantability and fitness for a particular purpose.
In no circumstances will ecoPortal be liable for any loss of profits or any indirect or consequential loss or damage arising out of the use of the Website.
Subject always to the terms of the ecoPortal Master Services Agreement (to the extent applicable) (Master Services Agreement), ecoPortal's liability to you arising out of all claims for damages under these terms will not exceed in aggregate the fees paid by you in the six months prior to the date on which the claim arose.
Default and termination
Your right to access and use the Software will terminate immediately on the first of the following to occur:
ecoPortal giving notice that you have breached any provision of these Terms;
you becoming insolvent, going into liquidation, having a receiver appointed over any of your assets, ceasing to carry on business or making any composition or arrangement with creditors.
Following termination you will have no further right to access or use the Software and must return to ecoPortal your Access Key and all copies of the Documentation in whatever form possessed by you.
Clauses 3 and 5 will survive termination of your access to the Website.
Any notice to be given under these terms must be made in writing, email or by fax sent to the registered office or principal place of business of the other party or to such other address as may be notified by either party to the other from time to time. Any notice by email or fax will be deemed to be received when transmitted to the correct email or fax address of the recipient. Any other notice will be deemed to be received when left at the specified address of the recipient or two days following the date of posting.
No waiver of any breach of these terms will be deemed to be a waiver of any other or any subsequent breach. The failure by ecoPortal to enforce any provision of these terms will not be interpreted as a waiver of the provision.
You may not assign or transfer any of your rights or obligations under these Terms without ecoPortal’s prior written consent. A change in your ownership (if a company) is deemed to be a transfer of these terms.
If any provision of these terms is invalid or unenforceable, the remaining provisions will not be affected and will continue in full force.
This agreement is subject to the laws of New Zealand and the parties submit to the exclusive jurisdiction of the New Zealand courts.
Where applicable, this agreement is subject to the provisions of the Master Services Agreement entered into between the parties. Nothing in this agreement will operate to limit or restrict the operation of the provisions of the Master Services Agreement. To the extent of any ambiguity or discrepancy between the terms of this agreement and the Master Services Agreement, the Master Services Agreement will take priority and prevail.