Terms and Conditions

1. ACCEPTANCE AND AMENDMENT

1.1 Acceptance of Terms: These Terms apply to your use of the Assessment and this Website. By ticking the "I have read and accept the terms and conditions of use" box:

1.1.1 you accept these Terms; and

1.1.2 if you are an authorised representative of another person (including, to avoid doubt and without limitation, a company), you confirm that you have the authority to bind that person and do in fact bind that person to these Terms.

If you do not accept these Terms you must immediately stop using this Website and the Assessment.

1.2 Amendment of Terms: Telarc may amend these Terms at any time, including the introduction of a nominal fee for use of the Assessment, by updating them on this Website. All amendments will be effective immediately upon an update being made. You are responsible for ensuring that you are familiar with the latest Terms. By continuing to use this Website following such an update, you agree to be bound by the amended Terms.

Terms were last updated on 12 January 2011.

2. DEFINITIONS

2.1 Definitions: In these Terms:

Term Meaning
Assessment Use of thise web-based assessment tool (a basic self-assessment questionnaire, report and action plan).
End-User Data Data held, used or created by or using the Assessment.
Telarc (or we, us or our) Telarc SAI Limited.
Update An update of the Assessment comprising minor modifications to the Assessment to correct minor faults and defects, or to effect minor enhancements to the functionality of the Assessment and which is made available via this Website.
Upgrade A new version of the Assessment that introduces material new functionality to the previous version and which is made available via this Website.

3. AUTHORISATION

3.1 Authorisation: Telarc authorises you, on a non-exclusive and non-transferable basis, to access and use this Website and the Assessment.

3.2 Security of user name and password: This Website and Assessment are made available on an individual user basis via the provision of individual user names and passwords. You are responsible for keeping your user name and password secure. In particular, you agree:

3.2.1 to keep your assigned user name and password in a secure location and not disclose them to any other person;

3.2.2 not to permit any other person to use your assigned user name and password; and

3.2.3 to notify Telarc immediately upon you becoming aware your user name and password has become known to a third party.

4. ACCESS

4.1 Restrictions: Except to the extent expressly permitted by these Terms, you must:

4.1.1 not use the Assessment other than for proper purposes related to:

  1. i) the recording of performance data;
  2. ii) the sharing of performance data with authorised parties; and
  3. iii) identifying opportunities to improve performance of individual businesses

4.1.2 not reproduce, translate, reverse engineer, adapt, vary or modify the Assessment or source code nor communicate them to any person nor directly or indirectly allow or cause a third party to do so;

4.1.3 not merge all or any part of the Assessment or source code with any other software or source code without the written consent of Telarc;

4.1.4 not transfer, assign or otherwise deal in or grant a security interest in the Assessment or Source Code or your rights under these Terms;

4.1.5 maintain all proprietary and other notices on the Assessment (in whatever form it may be reproduced); and

4.1.6 notify Telarc if you know or suspect that a person may have, or may have had, unauthorised knowledge, possession or use of the Assessment or source code.

4.2 Protection: You must ensure that the Assessment and the source code is protected at all times from misuse, damage, destruction or any form of unauthorised use or copying, including by procuring your personnel (if any) to comply with these Terms.

4.3 Restrictions on End-User Data: Any collection, storage and use of data received as a result of your use of the Assessment or this Website must comply with all laws and you must ensure that sensitive business information is kept confidential.

5. UPDATES AND UPGRADES

5.1 From time to time, Telarc may make Upgrades or Updates available.

5.2 By using any Upgrade or Update you agree that the Upgrade or Update forms part of the Assessment and is subject to these Terms.

6. YOUR RESPONSIBILITIES

6.1 Information: You warrant that any and all information, feedback and comments provided by you to this Website, Telarc or via your use of the Assessment is true and complete.

6.2 Use of Website: You agree not to act in a way, or use, or attempt to damage, interfere with or introduce anything (including, without limit, any virus, robot, spider, scraper or other automated means to access this Website or feature on it for any purpose) that in any way compromises or damages the Assessment or this Website or any network or system underlying or connected to the Assessment or this Website.

6.3 Access: Without limiting any other rights and remedies available to Telarc if you breach these Terms, or if Telarc considers it appropriate for any reason whatsoever, Telarc may, at its sole discretion and without notice, limit your activities on this Website, issue a warning to you, suspend or terminate your ability to access this Website, or refuse to provide the Assessment to you. You agree to deliver to Telarc all copies of the Assessment and the source code in whatever form possessed by you on demand by Telarc.

6.4 Indemnity: You fully indemnify Telarc against all claims, loss, damages, liabilities and costs (including legal costs on a solicitor and own client basis) suffered or incurred by it as a direct or indirect result of your failure to comply with these Terms, and your use (or the use by any person authorised by you) of this Website and Assessment.

7. PRIVACY

7.1 Personal Information: We will only use the information you provide in a manner that is consistent with the reason for which the information was provided. This includes:

7.1.1 Contacting you for administrative or other purposes relating to your use of this Website and/or the Assessment;

7.1.2 Enabling an independent auditor to view and validate your entries in response to a request from you; and

7.1.3 Providing feedback you request.

Personal information regarding users of this site may be collected for statistical purposes. Any information that may be collected about you will not be disclosed to any other person in a form that will identify you except where you have consented to such disclosure, or where such disclosure is required or permitted by the Privacy Act 1993 or otherwise required or permitted by law.

If you have any queries regarding privacy issues, please contact the Office of the Privacy Commissioner (PO Box 10-094, Wellington, New Zealand, telephone 0800 803 909, email enquiries@privacy.org.nz).

7.2 Cookies: Telarc also collects personal information through the use of cookies, in order to maintain a user logged-on state while doing the assessment. Cookies are alphanumeric identifiers, which Telarc transfers to your computer's hard drive to enable our systems to recognise when you are logged on.

7.3 Authorising other users: All information, feedback and comments provided by you via your use of the Assessment that can be accessed by others will appear as anonymous, standardised data.

8. DISCLAIMERS

8.1 Website Content: Although the information provided in this Website and via the Assessment is presented in good faith and believed to be correct as at the date it was submitted, to the extent permitted by law Telarc makes no warranties or representations about the accuracy or completeness of the Assessment, this Website, their content or the content of any website linked to or from this Website, nor does Telarc undertakes to keep the Assessment or this Website updated and current. To the extent permitted by law, we will not be liable for any damage, loss, claim or expense suffered as a result of the information on the Assessment or this Website or any linked site not being accurate or updated.

8.2 Website Integrity: Telarc will use reasonable endeavours to ensure the availability of this Website and the Assessment, subject to any downtime required for maintenance. However, Telarc takes no responsibility for any system unavailability, or for any loss that is incurred as a result of this Website or the Assessment being unavailable. Further, Telarc assumes no responsibility for the corruption of any data or information held by Telarc.

8.3 No Implied Warranties: Telarc's warranties are limited to those set out in these Terms. No warranties and conditions should be implied. In particular, Telarc makes no warranties as to fitness for purpose or that the operation of the Assessment will be uninterrupted or error free. To avoid doubt, you agree that you are not a "consumer" as that term is defined in the Consumer Guarantees Act 1993, for the purposes of that Act.

8.4 Website Access: Telarc makes no representation or warranty that the material in this Website is appropriate or available for use in all countries or that such material satisfies the laws of all countries. If you choose to access this Website, you do so of your own initiative. You are responsible for ensuring that your access to this Website is not illegal or prohibited and for your own compliance with applicable local laws.

8.5 Website Security: You must take your own steps to ensure that the process which you employ for accessing this Website or using the Assessment does not expose you to the risk of viruses or other forms of interference which may damage your computer system. Telarc does not accept responsibility for any loss or damage arising out of or relating to your use of the Assessment, this Website or any linked site. All reasonable steps to ensure that this information is secure have been taken but Telarc does not warrant all information will be secure at all times.

8.6 Links: The inclusion in this Website of links to other sites does not imply any endorsement, approval or recommendation of, or responsibility for the contents, operations, products or operators of those sites. Telarc will not be liable for any damage or harm arising in any manner out of the inclusion of such links.

9. LIABILITY

9.1 Exclusion of liability: To the extent permitted by law, Telarc excludes any and all liability and responsibility Telarc may have to you or any other person under or in connection with these Terms or in connection with the Assessment, this Website, any information downloaded from the Assessment or this Website, or your inability to use or access the Assessment or this Website. This exclusion applies regardless of whether such liability arises in contract, tort (including negligence), equity, breach of statutory duty or otherwise.

9.2 Direct liability: Telarc is not liable for any loss of profit, loss or revenue, loss of data or other indirect, consequential or incidental loss or damage arising under or in connection with the Assessment, this Website, any information downloaded from the Assessment or this Website, or your inability to use or access the Assessment or this Website.

9.3 Maximum liability: To the maximum extent permitted by law and only to the extent clauses 9.1 and 9.2 do not apply, Telarc's total liability to you under or in connection with these Terms, or in connection with the Assessment, this Website, any information downloaded from the Assessment or this Website, or your inability to use or access the Assessment or this Website shall not exceed $500.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 Software: Telarc owns all proprietary and intellectual property rights in the Assessment and the source code.

10.2 Development: The proprietary and intellectual property rights in any development, adaptation or customisation of, or modification to, the Assessment or the source code by you, vest in Telarc from the date those rights arise. To the extent that you undertake developments or other work in respect of the Assessment or the source code, you must provide Telarc with current versions of the Assessment and source code. This must be provided on such media and in such format as is reasonably specified by Telarc.

10.3 Website: Telarc owns exclusively all proprietary and intellectual property rights in this Website (including all text, graphics, logos, icons, sound recordings and its "look and feel').

10.4 End-User Data: All proprietary and intellectual property rights in the End-User Data are owned by Telarc from the date those rights arise, provided that Telarc may not sell, transfer or otherwise deal with the End-User data unless we have your prior written consent.

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