USER LICENCE FOR: TERMS OF USE FOR WEBSITE

PLEASE READ THE TERMS OF THE FOLLOWING LICENCE AGREEMENT CAREFULLY. BY ACCEPTING THIS STATEMENT, YOU ARE CONFIRMING YOUR AGREEMENT TO USE THIS WEBSITE AND SOFTWARE IN ACCORDANCE WITH THIS LICENCE AGREEMENT. IF YOU AGREE TO THE TERMS OF THIS AGREEMENT, PLEASE PRINT TWO COPIES, SIGN THE ACCEPTANCE ON PAGE 5, AND RETURN ONE COPY TO THE ADDRESS INDICATED.

1. DEFINITIONS

• 1.1 "We" means SafetyPro Limited, its successors and assigns.
• 1.2 "You" means the holder of this licence.
• 1.3 "Website" means the product described and branded as "SafetyBase", which is a registered Trade Mark and is displayed on all website pages. This Licence Agreement refers to all versions, including customised, altered and amended versions carrying that Trade Mark and supplied by SafetyPro Limited.

2. GRANT OF USER LICENCE

• 2.1 SafetyPro Limited hereby grants you a non-exclusive non-transferable licence to use this website, in accordance with this agreement. We will contract with you on these terms only, and reserve the right to update the terms of this licence at any time without notice to you.
• 2.2 The site is for your own use. You may not assign, sub-licence, resell, distribute, modify, copy or in any way deal with any services or information obtained from the site.
• 2.3 Cost of Set Up Fee: SafetyBase "Foundation/Distinction/Enterprise Edition".
  
  NZ$(Set Up Fee)
• 2.4 Monthly licence fee (paid one month in advance), for maximum (agreed maximum users, or no limit), (subject to incremental price increases as reasonable business practices may require): NZ$(Monthly Licence Fee). SafetyPro Limited reserves the right to re-negotiate this fee in line with our current price listings in the event the employees represented by your user base significantly increase, as measured in percentage terms, over the number you have declared.
• 2.5 The User Licence extends to include any customisations that you purchase, fund or specify. Any such customisations will become the sole property of SafetyPro Limited, to use or modify as it sees fit, including any inventions, techniques, processes and all associated intellectual property.

3. YOUR USE OF SITE

• 3.1 You are responsible for your own communications and the consequences of posting your communications to this site. You agree to use the site solely for lawful purposes and in compliance with all applicable laws. You agree that we have no responsibility for or control over the content which you may post on the site, and we make no representation that your use of the site will comply with applicable laws or that the site was designed to comply with the applicable laws. However, we reserve the right to review materials posted to the site, and to remove any materials in our sole discretion. We reserve the right to terminate your access to any or the entire site at any time, without notice, for any reason whatsoever. Access to the site may be terminated if you fail to pay the appropriate licence fee within fourteen days of the due date.
• 3.2 You may not use the site in any way that could overburden, disable or otherwise damage our server, or networks, or could interfere with any other user's enjoyment of the website. You will not post any material that is libellous, defamatory, obscene, fraudulent, harmful, threatening, abusive, or that otherwise violates the rights of any other person, or individual. You must not alter, or attempt to alter, falsify, or delete any of our copyright information on the site, nor alter, nor attempt to alter any of the layout, getup, or appearance of the site in any way.
• 3.3 The site includes links to other unrelated Internet sites, which are provided solely as a convenience to users. We do not endorse any such sites, nor the information which can be found on them. You acknowledge that access to such sites is solely at your own risk.

4. WARRANTIES EXCLUDED

• 4.1 We give you no warranties relating to the merchantability or fitness for a particular purpose of the site, and hereby exclude all implied warranties in that regard. All such information, services and materials are provided "as is" and "as available" without warranty of any kind.
• 4.2 While we will use all reasonable endeavours, we make no representations or warranties that your access to the site -
  • a) Will be uninterrupted or error free, free of viruses, unauthorised code or other harmful components, or completely secure. You are responsible for taking all precautions you think necessary or advisable to protect against any loss or hazard that may arise by virtue of your use of the site.
  • b) Will not be subject to any delay, failure, interruption or corruption of any data or other information. When using this site, information will be transmitted over a network that is beyond the control and jurisdiction of us, and our suppliers.

5. SERVICE PACKAGE PROVIDED BY SAFETYPRO LIMITED

• a) An account with a standard "Foundation/Distinction/Enterprise" configuration, which is a competent level of health and safety compliance.
• b) Initial training in the use of the site.
• c) Secure hosting of the site, using the SSL protocol for encrypting information over the Internet.
• d) Independent hourly independent backups and daily server back-ups by the hosting provider.
• e) Security scanning and protection of your data to commercial website standards.
• f) Helpdesk support.
• g) Updates and upgrades at no extra cost, as these may come available

6. NO LEGAL ADVICE ABOUT HEALTH AND SAFETY

• 6.1 We developed the site as a process for managing health and safety issues, and to hold data. The site is not intended to provide legal or professional advice on health and safety issues. The information it contains is generic. It is important that you take legal or professional advice from the appropriate professional practising in your national or local jurisdiction. The information on the site is not intended to be a substitute for such legal or professional advice.

7. COPYRIGHT

• 7.1 Your licence is to use the site and the software only – the site, and the software is and remains the copyrighted property of SafetyPro Limited.
• 7.2 Any copying, or unauthorised use of the site, or its content, constitutes copyright infringement and makes you liable for all civil and criminal penalties provided for under domestic and international copyright law.
• 7.3 We do not claim ownership of any of the materials or information which you post on the site. By posting any information, you warrant and represent that you do so with the consent of any person to whom that information relates, and have all rights necessary to post such information to the site.

8. PASSWORD AND SECURITY

• 8.1 You are entirely responsible for maintaining the confidentiality of your password and account information. You are responsible for any unauthorised use of your account or any other breach of security. We are not liable for any loss that you may incur as a result of someone else using your password or account, with or without your knowledge.

9. PRIVACY

• 9.1 We will not knowingly permit any information posted on the site to be disclosed to any other person, except to the extent required by law.
• 9.2 We will use reasonable endeavours to ensure that the information you post to the site is kept confidential and not inadvertently disclosed to any other person.

10. LIMITATION OF LIABILITY

• 10.1 In no circumstances are we, or our employees, agents or contractors liable to you or any other party for any indirect special or consequential damages of any kind arising from this agreement, the use of the site or software. Our liability and the liability of our employees, agents or contractor's aggregate total liability under this agreement is limited to the amount of the last twelve months licence fee actually paid to us under this agreement, excluding any set up fees. You accept that the licence fee payable has been negotiated and agreed to by us based in part upon the foregoing limitation of liability.

11. ASSIGNMENT

• 11.1 We may assign our rights under this agreement. You may not assign your rights under this agreement without our written consent, and any purported assignment in breach of this provision is void and of no effect.

12. INTERPRETATION

• 12.1 In this agreement unless the context indicates otherwise:
  • 12.1.1 Entire Agreement: this Agreement supersedes and extinguishes all prior agreement statements and representations (verbal or written) between the parties relating to the matters dealt with in this Agreement.
  • 12.1.2 Waiver: no failure by a party or delay in exercising any right under this Agreement shall operate as a waiver, nor shall any exercise or partial exercise any right under this Agreement preclude any other or further exercise.
  • 12.1.3 Law: this Agreement is governed by the Law of New Zealand, and the New Zealand courts have jurisdiction in respect of any matter arising out of this agreement.