1.1 EBOSS provides:
(a) Hosting of Client documents, forms, templates, information or other materials uploaded to the Site, including (without limitation) technical manuals, articles, technical advice, case studies and advertising (together referred to as “Content”);
(b) The ability for Users to view Content uploaded by or for Clients to the Site, and to participate in discussion forums;
(c) An interface for linking specific Content to (or displaying Content on) a Client’s website or a website nominated by a Client (“Linking”); and
(d) Other services and functions that may be offered by EBOSS from time to time,
all subject to the following terms and conditions
(together, referred to as the “Service”).
1.2 By signing up, or otherwise accessing or using the Service you agree to be bound by all of these terms and conditions. If you do not agree to these terms and conditions, you are not authorised to use the Service and must not use or access the Service or the Site.
1.3 You acknowledge and agree that:
(a) Unless otherwise agreed by us in writing, the Service does not and shall not include any design, development, modification and maintenance of Content other than that provided by us as part of providing the Service.
(b) The communications to/from the Service are not secure and may be subject to interception or loss of data.
(c) You are responsible for your network security.
(d) We do not guarantee or warrant that your existing equipment, hardware or software is compatible with the Service or the Site.
(e) We will not be responsible for ensuring that you comply with any Intellectual Property Rights, privacy or other laws relating to Content or your use of the Service. Such compliance will be your sole responsibility.
(f) The Service contains certain system-mandated rules and limitations on its operation and your use of the Service is subject to those rules and limitations.
2. Amendments to Terms and Conditions
2.1 EBOSS reserves the right to amend these terms and conditions from time to time.
2.2 Amendments will be effective immediately upon publication on the Site.
2.3 Your continued use of the Service following such publication will represent your agreement to be bound by the terms and conditions as amended from time to time.
3.1 EBOSS does not pre-screen the Content and except for 3.2, EBOSS exercises no editorial control over the Content or discussion forums.
3.2 EBOSS reserves the right (without obligation) to remove any Content or posting that is bought to its attention and that it deems, in its sole and absolute discretion, unsuitable or in breach of these terms and conditions.
3.3 EBOSS does not provide exclusivity for Clients in any particular industry or for any particular Content.
3.4 Where Clients subscribe to the EBOSS API (for Linking to Content on the Site), the Linking shall be solely to the website(s) approved in writing by EBOSS at EBOSS’ prevailing rates per-website.
4. Loading Content and hosting term
4.1 In order to be able to load Content on the Site, you must complete your Client details in the manner described on the Site
4.2 EBOSS reserves the right (without obligation) to refuse or prevent loading of Content at its sole and absolute discretion. EBOSS may, but shall not be obliged to, provide reasons for its decision and you shall have no rights to question or challenge EBOSS’ decision in this regard.
4.3 We may agree to upload Content to the Site on your behalf and at your cost, and if so, we may need to convert the format of the Content for loading on the Site. EBOSS will use reasonable endeavours to ensure the uploaded Content matches the data originally supplied by the Client but accepts no responsibility for any error, omission or inaccuracy in any converted Content, whether caused by EBOSS’s negligence or otherwise. EBOSS will supply the converted Content for the Client’s approval before going live onto the Site. After the Client has approved the converted Content, EBOSS reserves the right to charge for any subsequent amendments.
4.4 All Clients agree to host Content on the Site for the agreed fee (and if no fee is agreed, then at EBOSS’ prevailing rates) for a minimum of 12 months commencing on the date that the Content first appears on the Site. At the conclusion of the 12-month term, the hosting contract shall automatically renew for successive quarters until the Client gives 90 days written notice to EBOSS to discontinue the Content hosting.
4.5 EBOSS shall, in its sole discretion, determine the positioning and placement of all Content on the Site.
5. Client obligations
5.1 By loading Content on the Site or providing Content to EBOSS for loading;
(a) you agree to provide current, accurate and up-to-date information about yourself as required under these terms and conditions or on request from EBOSS;
(b) you are fully responsible for the safekeeping of your user identification codes and passwords and for all use of or access to the Service by anyone using your user identification and passwords;
(c) you acknowledge that all the Content submitted by you to EBOSS is and will be treated as non-confidential;
(d) you accept that any Content which you load may be removed by EBOSS, its officers, agents, service providers and employees from the Service on the grounds described in these terms and conditions without notice at any time and in the case of paid Content, without compensation;
(e) you will not load any Content which contains viruses or other computer codes, files or programs which are designed to limit or destroy the functionality of any computer software or hardware;
(f) You shall ensure that Content that you upload is at all times up-to-date, accurate, and not misleading or deceptive, and warrant that you will update any obsolete Content;
(g) you warrant that your Content is not fraudulent, defamatory or otherwise unlawful in any respect, and does not infringe the Intellectual Property Rights, confidentiality rights, privacy rights, property rights or any other legal rights of any Person; and
(h) you shall not, whether directly or indirectly, do anything which will or might lead you to defeat the provisions or intent of these terms and conditions.
6.1 By loading Content (directly or through us) to the Site, you automatically grant, and you represent and warrant that you have the right to grant, to EBOSS a non-exclusive, royalty-free right to use, copy, perform, display and distribute such Content throughout the world via the Site (or any media promoting the Site or the Service).
7.1 If you have not logged on to EBOSS for a period of 12 months (1 year), your account may be suspended and any unused balance on your account may be forfeited to EBOSS.
8. Suspension and Termination of Site access
8.1 EBOSS reserves the right to terminate or otherwise suspend the Service, or terminate or suspend your access to or use of the Service at any time. Without limiting the foregoing, EBOSS may suspend, disconnect or discontinue the Service (or your access to it) in whole or in part at any time without notice and without compensation if in our reasonable opinion:
(a) it is necessary to safeguard the provision of the Service or the integrity of our hardware or software;
(b) the Service or our hardware or software fails or requires modification or maintenance;
(c) there is or has been unauthorised, unlawful or fraudulent use of the Service or your use of the Service is causing or may potentially cause damage or interference to the Service;
(d) it is necessary to comply with a direction, order or request of any government authority or other competent authority; or
(e) you have breached these terms and conditions; or
(f) we deem your behaviour to be unacceptable.
8.2 Relevant parts of these terms and conditions shall survive the termination of access.
9. Acceptable Conduct by Users
9.1 By using the Service, you agree
(a) not to load, post or transmit or otherwise make available on the Site or through EBOSS’ computer systems:
(i) any unsolicited email advertising;
(ii) any Content or other material in which the copyright is owned by another Person unless you warrant that your use of the Content or other Site material is authorised by the owner of that copyright;
(iii) any Content, material or information which is:
A in contravention of any law or which incites or encourages the contravention of any law;
B published for the purpose of commercial gain, apart from Client's Content loaded as part of the Service
C racist, sexist or homophobic;
D pornographic, indecent, obscene, profane or vulgar;
E defamatory of any Person; or
F abusive, threatening, offensive, harmful, harassing or ethically objectionable.
(iv) personal or identifying information about another Person without that Person’s explicit consent;
(v) any advertising except where part of the Content accepted by us;
(vi) advertisements of any illegal services or the sale of any items the sale of which is prohibited or restricted by applicable law;
(vii) any Content, material or information that:
A uses misleading email addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of the Content, material or information;
B impersonates any Person, including but not limited to an EBOSS employee or falsely states or otherwise misrepresents your affiliation with a Person;
(b) you will not attempt to damage, interfere or harm the Site or the Service, or any network or system underlying or connected to them, including by using a robot, spider, scraper or other automated means to access the Site or information feature on it for any purpose; and
(c) you are responsible for ensuring that any Content loading or other Site postings by you do not breach this clause and the other provisions in these terms and conditions. You agree that EBOSS may disclose your personal information, including your name and contact details, your IP addresses to the relevant authorities, parties and/ or the applicable intellectual property right holders (or their representatives) if we consider that you are in breach at any time.
10. Important User Information
10.1 You expressly understand and agree that responsibility for the Content or other postings appearing on EBOSS (including hyperlinks) rests solely with the Person who placed the Content/postings. EBOSS is not responsible for the Content or other postings, or for privacy practices associated with linked websites.
10.2 The placement of linked websites on the Site does not constitute EBOSS’s endorsement, approval or recommendation of the owners or operators of those linked websites, or of any information, graphics, materials, products or services referred to or contained on those linked websites, unless and to the extent stipulated to the contrary.
10.3 You expressly understand and agree that your use of the Service is at your sole risk. The Site and the Service are provided on an “as is” and “as available” basis.
10.4 EBOSS will use its reasonable endeavours to ensure the availability of the Site, subject to any downtime required for maintenance. However, EBOSS takes no responsibility for any system unavailability, or for any loss that is incurred as a result of Site being unavailable.
10.5 We accept no responsibility for your inability to access this Site. We will use our reasonable efforts to keep the Site free from viruses and errors. However, we do not accept liability for any damage or loss caused to your computer hardware, software, internet connections or other peripherals as a result of the use of our Site.
10.6 EBOSS assumes no responsibility for the corruption of any Content, data or information held by EBOSS. You agree to maintain backups or copies of any Content, data or information uploaded to enable efficient restoration if required.
11.1 You agree to release, indemnify and keep EBOSS, its officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, service providers, suppliers and employees indemnified from and against all actions, claims, costs (including legal costs and expenses on a solicitor and client basis) losses, proceedings, damages, liabilities, or demands suffered or incurred to any Person arising out of or in connection with:
(a) your failure to comply with these terms and conditions
(b) any Content or other material, data or information you load, post, transmit or make available through the Service;
(c) recovery of any amounts owed by you in relation to or arising from the Service; or
(d) your use of the Service.
12.1 You acknowledge that all information provided by us in the Service is provided in good faith. You accept that any information provided by us is general information and is not in the nature of advice. We derive our information from sources which we believe to be accurate and up to date as at the date of publication and we reserve the right to update this information at any time;
12.2 We do not make any representations or warranties that the information we provide in the Service is reliable, accurate, or complete. We are not liable for any loss or damage resulting from any action taken or reliance made by you on any Content, information or material on or accessed through the Site. You should make your own inquiries any information or material on the Site. You should make your own inquiries and seek independent advice from the relevant industry professionals before acting or relying on any Content, information or material which appears on the Site.
12.3 We do not warrant that any Content you submit to the Site will be protected against loss, misuse or alteration by third parties.
12.4 Whilst we will endeavour to deliver advertising or other Services on the nominated publication or supply date, this is dependent on factors beyond our control (e.g. your timely supply of the information needed in advance to prepare the advertising). We therefore do not warrant that we will publish, post or deliver advertising or other Services within a certain time, and we have no liability for non-attainment of any nominated publication or supply date.
12.5 We do not accept responsibility for any loss or damage, however caused (including negligence), which you may directly or indirectly suffer in connection with your use of the Site or any linked website.
12.6 We do not act as agent for Persons using the Service and do not participate in subsequent communications between Users. EBOSS gives no undertakings, representations or warranties in relation to postings on the Site.
12.7 If you download any Content, information or material from the Site, you acknowledge that we are not liable to you for any loss or damage, however caused, arising from the downloading or subsequent use of the downloaded Content, information or material. You shall not adapt, reproduce, store, distribute, transmit, print, display, publish or create derivative works from any downloaded Content, information or material.
13. Exclusion and Limitation of Liability
13.1 To the extent permitted by law, any condition or warranty which would otherwise be implied into these terms and conditions is hereby excluded. Where legislation implies any condition or warranty, and that legislation prohibits us from excluding or modifying the application of, or our liability under, any such condition or warranty, that condition or warranty will be deemed included.
13.2 In all cases, for all damages, losses, costs and expenses under whatever causes of action, whether in contract, tort (including negligence) or otherwise, our liability to you and your sole remedy will be limited to:
(a) For Clients, in our discretion either (a) supplying the Service again or (b) refund of the amount paid for the Service in the three months preceding the event giving rise to the claim; or
(b) For all other Users, $100.
13.3 All Users acknowledge that they are using the Service for business purposes only, and that the Consumer Guarantees Act 1993 shall not apply.
14.1 Copyright in this Site (including text, graphics, logos, icons, sound recordings and software) is owned or licensed by EBOSS. Except as expressly authorised by these terms and conditions, you may not in any form or by any means;
(a) adapt, reproduce, store, distribute, print, display, perform, publish or create derivative works from any part of this Site; or
(b) commercialise any information, products or the Service obtained from any part of this Site;
without our prior written permission.
15. Privacy Notice
16. Limitation on Service
16.1 You acknowledge that EBOSS may establish limits or other rules concerning use of the Service, including the maximum number of days that Content will be retained by the Service, the frequency and/or maximum number and size of postings, articles, technical advice or other Content that may be transmitted or stored by the Service, and the frequency with which you may access the Service. We may vary these limits or rules at any time without notice to you.
17. Variation of the Service
17.1 We may vary the technical functionality and operational specification of the Service at any time without notice to you.
18.1 EBOSS reserves the right to charge fees for the Service.
18.2 EBOSS’s charges for the Service are as set by us from time to time and recorded on the Site or notified to you. Unless otherwise stated, all fees are in New Zealand (NZD) dollars and exclude GST. EBOSS may vary the fees for the Service on giving thirty (30) Business Days’ written notice of the variation to you. If we elect to increase fees you are currently paying, then you may elect to cancel your use of the Service. Continued use of the Service by you after the effective date will constitute acceptance of the variation.
18.3 Any fees are charged at the time the Service commences and are not refundable.
18.4 EBOSS reserves the right to introduce or change the fees charged for any part of the Service at any time. In the event that we introduce a new Service, the fees for that Service are effective at the launch of the Service, unless otherwise stated.
18.5 Fees for Content hosting (including Linking) shall be paid monthly in advance;
18.6 Advertising, product updates, case studies or other periodic Services have a lead-time before publication/hosting, and are scheduled by EBOSS to assist the effectiveness of each campaign and avoid excessive delivery of Content to Users. Fees for these Services, once booked or reserved by the Client, must be paid regardless of whether the Client completes or undertakes the Service.
18.7 If full payment of an amount owing has not been made on its due date, we may charge interest on all sums outstanding at the rate of 2% per month on a daily basis from the due date to the date full payment is received by us and charge you any collection and handling fees incurred by us.
18.8 If you do not query the charges stated in an invoice within 10 Days of the date of the invoice then you will be deemed to have accepted the invoice.
18.9 In case of disputes over any Service usage our decision based on our Service usage records and will be final and binding on you.
18.10You must not withhold payment of any part of a charge that is in dispute.
19 Governing Law
19.1 The laws of New Zealand apply to these terms and conditions and your use of the Service. You agree to submit to the exclusive jurisdiction of the New Zealand Courts. Any dispute arising in relation to these terms and conditions will be resolved in accordance with New Zealand law.
20.1 These terms and conditions supersede all previous conditions, understandings, commitments, agreements and representations whatsoever whether oral or written, and constitute the entire agreement, between you and EBOSS and govern your use of the Service and the Site.
20.2 If any of these terms and conditions are held to be invalid, unenforceable or illegal for any reason, the remaining terms and conditions shall nevertheless continue in full force.
20.3 The Parties acknowledge that they are not partners, joint-venturers, fiduciaries or agents of the other.
20.4 No failure or delay by EBOSS to exercise any power, remedy or right in relation to these terms and conditions shall:
(a) prejudice, limit or affect or operate as a waiver of that power, remedy or right; or
(b) be deemed to waive any default or breach of any obligation, liability or agreement by any User.
20.5 Headings, marginal notes and the table of contents (if any) are included for convenience only and shall not affect the interpretation of these terms and conditions.
20.6 In these terms and conditions:
means any day on which banks in New Zealand are open for business, but shall not include either Saturday or Sunday, or any day between 22 December – 10 January (inclusive);
means Persons that load and/or manage Content on the Site or that receive or subscribe for any other paid Service;
has the meaning described in clause 1.1(a);
Intellectual Property Rights
means all rights conferred under statute, common law and equity in and in relation to inventions, designs, trademarks, trade names, logos, CAD files, PDF Detail Drawings, technical product literature layouts, confidential information and copyright and any other right granted by operation of law which confers protection on any written, artistic or other work created by intellectual effort and all associated intangible assets created as a by-product (including market position, brands, tradenames) in relation to any work;
has the meaning described in clause 1.1(c);
means you and us;
means and includes any natural person, company, corporation, firm, partnership, joint venture, society, organisation or other group or association of persons (whether incorporated or not), trust, state or agency of state, statutory or regulatory body, local authority, government or governmental or semi-governmental body or agency (in each case whether or not having separate legal personality);
has the meaning described in clause 1.1;
means our website www.eboss.co.nz and all related systems, files, materials, features, components and programs;
means the proprietary computer software programs for the electronic discovery of documents, together with any documents, forms, templates, information or other materials developed by us or our licensors.
means all Persons accessing the Site and/or using the Service (including any part of the Service), including Clients;
we, us, our, EBOSS
means Quad Concepts Limited and its agents, successors and permitted assigns;
you, your or yours
means the User using the Service and its agents, successors and permitted assigns;