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TERMS AND CONDITIONS FOR Brookers ONLINE
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| 1. |
SCOPE
|
| 1.1 |
These terms and conditions apply to
anyone wanting to access the online information provided by Brookers
Ltd. Brookers Ltd will only provide a licence to access its information
to people or organisations who agree to be bound by these terms
and conditions.
|
| 2. |
INTERPRETATION
|
| 2.1 |
For the purposes of these
terms and conditions:
|
| 2.1.1 |
"Brookers" is Brookers
Ltd, the owner and provider of the information on Brookers Online
at www.brookers.co.nz;
|
| 2.1.2 |
"Licensee" is any
individual, sole trader, partnership, company, body corporate,
or organisation which has agreed to be bound by these terms and
conditions in return for a licence to use products provided by
Brookers;
|
| 2.1.3 |
"Product" or "Products"
means
|
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(a) |
the database(s) supplied by Brookers
as part of its Brookers Online service; |
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(b) |
user manuals and other printed materials
provided by Brookers to the Licensee; |
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(c) |
the software used by Brookers which
enables search and retrieval of information; and |
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(d)
|
any other services that Brookers may
provide.
|
| 2.1.4 |
"User Identification" means the
code or password issued by Brookers to a licensee which enables
the licensee to access Product or Products on Brookers Online.
|
| 3. |
ACCEPTANCE OF TERMS AND CONDITIONS
|
| 3.1 |
The Licensee agrees that submission
of an application to subscribe to a Brookers Online Product is
acceptance of these terms and conditions.
|
| 4. |
NON-EXCLUSIVE LICENCE
|
| 4.1 |
Brookers grants the Licensee a non-exclusive
licence to use the Products which it orders and pays for by way
of licence fee, subject to these terms and conditions.
|
| 5. |
TERM OF LICENCE
|
| 5.1 |
Unless otherwise agreed
in writing, and subject to Clause 15, the licence for any Product
commences on the date of receipt by the Licensee of a User Identification
which allows access to the Product selected by the Licensee and
runs for 12 months.
|
| 5.2 |
The licence shall continue
for further terms of one year, each having the same termination
date anniversary, unless either the Licensee or Brookers gives
written notice to the other that the licence is not to be renewed.
|
| 5.3 |
Notice must be given at
least 30 days prior to the end of a term and must be expressed
to be effective as at the end of a term.
|
| 5.4 |
If the licence is given for more than one of Brookers Products,
written notice of intention not to renew may be given for
any one or more Product and the licence shall continue with
respect to the Brookers Products which are not the subject
of the notice.
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| 6. |
LICENCE FEE
|
| 6.1 |
On payment of the licence
fee for a Product, together with any applicable royalties and
government charges and taxes, and following receipt of a User
Identification which allows access to the Product, the Licensee
will be licensed to access and use the Product.
|
| 6.2 |
The Licensee acknowledges that any of Brookers Products which
it is licensed to access at all times remain the property
of Brookers and that its right to use these Products is limited
to the rights set out in these terms and conditions.
|
| 7. |
USER IDENTIFICATION
|
| 7.1 |
Upon payment by the Licensee
of the licence fee for the Products which it has ordered, Brookers
will issue the Licensee with a User Identification which allows
access to the relevant Products.
|
| 7.2 |
The Licensee agrees that it is responsible for protection
of the User Identification supplied by Brookers and that
it will not disclose it to any other party.
|
| 7.2.1 |
Disclosure of the User Identification
by the Licensee to a third party by conscious act or through negligence
is a breach of these terms and conditions and may lead to termination
of the Licensee's licence pursuant to clause 15.1.5.
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| 8. |
LICENSEE'S USAGE RIGHTS
|
| 8.1 |
The Licensee is allowed to use the Products for which it has
paid a licence fee for:
|
| |
(a) |
research or private study; or |
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(b) |
the giving of professional advice; provided
that: |
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(i) |
it does so in accordance with the Copyright
Act 1994; and |
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(ii) |
it supervises and controls the use of
the Products to ensure that they are used solely in accordance
with these terms and conditions, including ensuring that any of
its employees who use the Products, or any other person who uses
the Products, licensed to it under these terms and conditions,
complies with them; and |
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(iii) |
it informs Brookers immediately it breaches
any of these licence terms and conditions.
|
| 8.2 |
The Licensee may allow simultaneous
access to and use of the Products for which it has paid a licence
fee at a level agreed with Brookers.
|
| 8.3 |
If required, the Licensee will maintain
records in a form which allows Brookers to verify its compliance
with these terms and conditions, including allowing Brookers
to verify compliance pursuant to Clause 11.3.
|
| 8.4 |
Subject to compliance with this Clause,
the Licensee may reproduce parts of the data or information contained
in the Products in hard copy form.
|
| 9. |
LEGISLATION CONTAINED IN Brookers PRODUCTS
|
| 9.1 |
In the case of Products containing New Zealand legislation,
the Licensee is put on notice that:
|
| |
(a) |
this material is reproduced by Brookers
with the permission of the New Zealand Government; |
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(b) |
copyright in this material belongs to
the New Zealand Government; |
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(c) |
this material as reproduced by the Brookers
is not an official copy and the New Zealand Government accepts
no responsibility for its accuracy; and |
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(d) |
publication of this material by Brookers
is copyright and no part may be reproduced by any process except
in accordance with the provisions of the Copyright Act 1994.
|
| 10. |
USE OF Brookers PRODUCTS
|
| 10.1 |
The Licensee may not and
may not permit others to:
|
| 10.1.1 |
Copy the whole of any database
or software (other than search software supplied with the Product
for the specific purpose of facilitating access to the Products
in accordance with these terms and conditions);
|
| 10.1.2 |
Lend, lease or rent access
to the Products to others;
|
| 10.1.3 |
Supply or distribute access
to the Products to third parties, other than in the course of
providing services to third parties in the ordinary course of
its business;
|
| 10.1.4 |
Create competitive Products
with a substantially similar "look and feel";
|
| 10.1.5 |
Alter the Products;
|
| 10.1.6 |
Use the Products for any
purpose which includes the purpose of creating directly or indirectly
any databases or parts of databases; or
|
| 10.1.7 |
Convert or modify data,
information or software comprising the Products, or prepare derivative
works from the Products, other than as a consequence of the ordinary
operation of the Products;
|
| 10.1.8 |
Use the Products in an
unauthorised on-line distribution system;
|
| 10.1.9 |
Use the Products other than on the equipment or network identified
at the time of purchase;
|
| 10.1.10 |
Use the Products in any manner that
infringes the intellectual property rights or other rights of
another party.
|
|
10.1.11 |
Create any unauthorised links to any part of a Product or
Products which is normally subject to protection by a User
Identification.
|
| 11. |
USE ON NETWORKS
|
| 11.1 |
Unless otherwise agreed
in writing, the Licensee can only use or distribute access to
a Product through its local area network or wide area network
if the maximum number of users it allows to access the Product
is no more than the number agreed with Brookers.
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| 11.2 |
The Licensee may increase
the maximum number of users allowed to access a Product through
its local area network or wide area network, provided that it
first notifies Brookers of the increase and pays the applicable
fee for the increased number of users, pro rated for the number
of months then left to run under its licence fee.
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| 11.3 |
The Licensee agrees that Brookers may, on notice in writing,
appoint a person to attend at its premises to examine records
kept pursuant to the requirements of Clause 8.3 at any time
during its normal business hours, and that such person may
make such copies of these records as he or she considers fit.
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| 12. |
ALTERATIONS/ MODIFICATIONS TO PRODUCTS
|
| 12.1 |
Brookers reserves the right to alter
or modify any of its Products from time to time, which may include
the addition or withdrawal of features or data.
|
| 13. |
ASSIGNMENT AND SUB-LICENSING
|
| 13.1 |
The Licensee may not assign
or sub-license any of its rights under these terms and conditions
unless Brookers first agrees in writing.
|
| 13.2 |
The Licensee acknowledges that the Brookers may assign any
of its rights under this licence agreement or delegate its
duties and obligations under the agreement to any company
which is a "related company" within the meaning of s2(3) of
the Companies Act 1993.
|
| 14. |
TRUSTS
|
| 14.1 |
The Licensee acknowledges that Brookers
is under no obligation to hold in trust for it the whole or any
part of any fees which it pays to Brookers under these terms
and conditions.
|
| 15. |
TERMINATION
|
| 15.1 |
Brookers may terminate
the Licensee's licence to use the Products if the Licensee:
|
| 15.1.1 |
is made bankrupt; or
|
| 15.1.2 |
enters into a liquidation
or any arrangement or composition with its creditors; or
|
| 15.1.3 |
has a receiver appointed
with respect to any of its assets; or
|
| 15.1.4 |
becomes insolvent; or
|
| 15.1.5 |
discloses or allows disclosure of its
User Identification to another party.
|
| 16. |
DEFAULT
|
| 16.1 |
If the Licensee is in default
in any way under these terms and conditions apart from default
resulting from the non-payment of money due under them, Brookers
may elect to terminate the Licensee's licence to use its Products
provided Brookers has given the Licensee written notice of the
default and it has not rectified the default within 30 days from
the date of the notice.
|
| 16.2. |
If the Licensee fails to pay any money due under these terms
and conditions, Brookers may terminate the agreement after
having given the Licensee not less than one week's written
notice of the default. Alternatively, Brookers may cancel
the Licensee's rights to access the Products.
|
| 17. |
DISCLAIMER
|
| 17.1 |
The Licensee acknowledges
that Brookers and/or the authors and/or the suppliers of the
information contained in Products disclaim any liability for the
accuracy or completeness of those Products.
|
| 17.2 |
The Licensee also acknowledges
that particular Products may be the subject of additional disclaimers
having regard to their content or subject matter. The terms of
any additional disclaimers will be set out on/in the Products
concerned. In accepting any Products the subject of additional
disclaimers, the Licensee agrees to take those Products subject
to the additional disclaimers.
|
| 17.3 |
The Licensee acknowledges that the information contained in
the Products is provided on the understanding that it neither
represents nor is intended to be advice or that Brookers
or the authors are engaged in rendering legal or professional
advice. While every care has been taken in its preparation,
the Licensee should not act specifically on the basis of the
material contained in the Products.
|
| 18. |
Brookers LIABILITY
|
| 18.1 |
To the extent permitted
by law, Brookers, its agents and the parties detailed in Clause
9 accept no liability for any loss which the Licensee may suffer
from the use of the Products or from any services provided under
these terms and conditions, whether this loss is the result of
Brookers negligence or otherwise.
|
| 18.2 |
The Licensee agrees to indemnify Brookers, its agents and
the parties detailed in Clause 9 against all claims, actions
or proceedings for loss or damages arising from:
|
| |
(a) |
any breach by the Licensee
of these terms and conditions; or |
| |
(b) |
any reliance by a third
party on advice which the Licensee gives derived in whole or in
part from information which it has obtained through the use of
the Products.
|
| 18.3 |
Brookers is not liable
for any failure to perform its obligations under this licence
agreement where the failure results from act of God, act of any
government or government authority, fire, explosion, accident,
power failure, industrial dispute, inability to obtain materials
or any other thing beyond the reasonable control of Brookers.
|
| 18.4. |
To the extent permitted by relevant New Zealand law, the liability
of: |
| |
(a) |
Brookers; and/or |
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(b) |
the providers of any data contained
in any Product; |
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for any loss or damage which the Licensee
or any other person may sustain either directly or indirectly
arising out of the Products or their use or out of any services
provided under these terms and conditions is limited to any one
of the following as determined by Brookers: |
| |
(i) |
the replacement of the Products, or the
supply of the Products or equivalent Products or services again;
or |
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(ii) |
the payment of the cost of replacing
the Products, or of having the Products or equivalent Products
or services supplied again.
|
| 18.5. |
To the full extent permitted by law
and other than as specifically set out in this agreement, Brookers
excludes all implied and express terms, conditions and warranties,
including warranties as to the fitness of the Product for a particular
purpose or the ability of the Products to process date dependent
information.
|
| 19. |
COMPLETE AGREEMENT
|
| 19.1 |
These terms and conditions,
together with the order form, constitute the complete agreement
between the Licensee and Brookers with respect to the use by
the Licensee of Brookers Products.
|
| 19.2 |
No variation of these terms
and conditions shall be binding on Brookers unless it is in writing
and signed by a duly authorised officer of Brookers.
|
| 19.3 |
Any inquiries about these terms and conditions should be directed
to General Manager Publishing Support, Brookers Ltd, PO Box
43, Wellington, New Zealand, or the representative of Brookers
who facilitated the Subscriber's order.
|
| 20. |
APPLICABLE LAW
|
| 20.1 |
This licence agreement shall be governed by and construed
in accordance with the laws of New Zealand and the courts
of New Zealand shall have non-exclusive jurisdiction to determine
any disputes arising under the licence agreement.
|
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Application
to access Brookers Online Products. |
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|
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