INDIVIDUAL AND OR COMPANY (“YOU”)
PRODUCT LICENCE AGREEMENT
This Licence Agreement is between
ISoftware Limited (“the Licensor”) (the Licensor also referred to as “us” or
“we”), and the individual or Company (“Licensee”) to whom we have agreed to
supply the online services and material (the Licensee also referred to as “you”
The Licensor has agreed to licence
software to the licensee in accordance with the following terms and conditions
which govern your use of the software and the online services supplied by us
(“the online services”) and the materials and content available therein (“the
The licensed products may not be used
except in accordance with the terms and conditions of the Licence
If you do not wish to accept the
Licence Agreement please cancel the purchase or download process immediately
and do not install, copy or use the software.
Unless the context otherwise requires,
the following expressions shall have the
“Agreement” means this agreement and the schedules attached to it or
incorporated into it by reference;
“Commencement Date” means the date you sign or accept online this Agreement;
means information which is or has been disclosed by
one party to the other, but does not include any information that is:
(a) on receipt, in the public domain, or
that subsequently enters the public domain without any breach of this
(b) on receipt, is already know by the
party receiving it;
(c) at any time after the date of receipt,
received in good faith from a third party; and
(d) required by law to be disclosed.
“Documentation” means any
documentation (whether electronic or hard copy) supplied as part of this
licence and includes any documentation (whether electronic or hard copy)
associated with any Revision of the software;
“Force Majeure Event” means any war, riot, strike, natural or man-made disaster or other
circumstance of a similar nature;
“GST” means goods and services tax imposed under the Goods and Services
Tax Act 1985;
“Installation Date” means the date the software is downloaded by the licensee;
“Intellectual Property” means copyright, patents, designs, trademarks, trade names, goodwill
rights, trade secrets, confidential information and any other intellectual
proprietory right or form of intellectual property;
“Online Services” means any internet based services or similar services provided as
part of or ancillary to the software and “online” has a corresponding meaning;
“Prerequisite Products” means products required on the system for the Software to install,
operate, or function.
“Revisions” means modifications to the Software or the online services in the
nature of improvements made to correct program faults or other defects, or to
effect enhancements to the functionality of the Software or online services;
“Site” means the site at which the Software is to be installed and includes
any additional sites agreed by the parties in writing;
“Software” means the software the subject of this licence and includes any
Revisions, but excludes source code; “software” includes documentation (whether
electronic or hard copy);
“Supplemental Terms” means any supplementary or additional terms and conditions that may
apply to any particular file or webpage or website to which the software or the
online services may give access;
“System” means the equipment and software that form the system on which the
Software is to be installed or to which the software is to be downloaded;
“Warranty Period” means 30 days after the purchase of the Software and/or online
“Working Day” means a day that is not a Saturday, Sunday or statutory holiday in
Scope of the agreement
In accordance with the terms and
conditions of this agreement the Licensor shall:
(i) supply to the Licensee software to help
with financial and investment planning;
(ii) licence the Licensee to use the
(iii) provide the documentation that
accompanies the software which is licensed for internal, non-commercial
reference purposes only;
(iv) reserve all rights not expressly granted
to the Licensee in this licence.
In accordance with the terms and
conditions of this agreement the Licensee shall:
(i) install and/or use a
copy of the Software on one personal computer or other device;
(ii) as an alternative
to 2.2 (i) you may install a copy of the Software on a network storage device,
such as a server computer, and allow one access device, such as a personal
computer, to access and use that licensed copy of the Software over a private
network. You must obtain a licence to
the Software for each additional device that accesses and uses the Software
installed on the network storage device.
The Licensee shall be deemed to have
accepted the terms and conditions of this agreement by clicking on “I ACCEPT
the terms and conditions of the licence agreement” on the web page and
installing and using the software.
term of licence
The term of the licence granted under
this agreement shall commence on the date this agreement is consented to and
the software is downloaded.
The Licensee acknowledges that the
Licensor and the Licensor’s Head Licensor are between them the sole owner of
all rights (including intellectual property rights) in the software and in its
source code and accompanying information supplied under this agreement, but for
the avoidance of doubt the Licensee will not be supplied with or given access
to such source code.
The software includes templates to
enable the Licensee to complete calculations to help with their financial and
licence: restrictions on use
Subject to any supplemental terms which
may apply for specific materials, you are granted a non-exclusive,
non-transferrable, limited licence to access and use the online services and
the software and materials from time to time made available to you for the
purposes of financial and investment planning.
This licence is subject to the following limitations:
The right to electronically display
materials retrieved from the online services is limited to the display of such
materials primarily to one person at a time subject to the supplemental terms
for specific materials;
The right to obtain a printout of
materials is limited to a printout of a reasonable portion of the materials
obtained using the printing commands of the online services or your web browser
software in the creation of a single printout of a reasonable portion of the
To the extent expressly permitted by
applicable copyright law and not further limited or prohibited by the
supplemental terms for specific materials, you may make copies of authorised
printouts and distribute authorised printouts and copies.
Except as specifically provided for in
this licence, you are otherwise prohibited from downloading, storing,
reproducing, transmitting, displaying, printing, copying, distributing or using
materials retrieved from the online services.
You may not print or download materials without using the printing or
downloading commands of the online services or your web browser software. All access to and use of the online services
via mechanical programmatic robotics, scripted or any other automative means
not provided as part of the online services is strictly prohibited. Use of the online services is permitted only
by manually conducted discreet individual search and retrieval activities.
All right, title and interest
(including all copyrights and other intellectual property rights) in the online
services and materials (in both print in machine readable forms) belong to the
licensor. You acquire no ownership of
copyright or other intellectual property rights of proprietary interest in the
online services materials or copies thereof.
Except as specifically provided
herein, you may not use the online services or materials retrieved from online
services in any fashion that infringes the copyright or proprietary interest
You may not remove or obscure
copyright notice or other notices contained in materials retrieved from online
You may not use any Online Services in
any manner that could damage, disable, overburden, or impair such services or
interfere with any other party’s use and enjoyment of them. You may not attempt to gain unauthorised
access to any service, account, computer system or networks associated with the
You may not reverse engineer,
decompile, or disassemble the Software, except
and only to the extent that such activity is expressly permitted by
applicable law notwithstanding this limitation.
You may not rent, lease, lend or
provide commercial hosting services with the Software.
You may not resell the Software.
You may use remote access
technologies, such as the Remote Desktop features in Microsoft Windows, to
access and use your licensed copy of the Software, provided that only the
primary user of the device hosting the remote desktop session accesses and uses
the Software with a remote access device.
For the avoidance of doubt these remote desktop rights do not permit you
to use the Software on both the device hosting the remote desktop session and
the access device at the same time.
ACCESS TO SERVICES
The software is designed for personal
home use, and if the Licensee is a company only your employees and support
personnel authorised by both us and you shall be entitled to access and use the
online services and materials.
Your customer identification code may
be restricted from accessing certain materials otherwise available in the
Materials and features may be added to
or withdrawn from the online services and the online services may otherwise
change without notice.
You must ensure that each person
having access to the online services and materials:
is an authorised user; and
is using those online services and
materials only in accordance with these general terms and conditions and
We represent and warrant that we have
the right and authority to make the online services and materials available
pursuant to these general terms and conditions.
Except as otherwise provided in this
the online services and materials are
provided on an “as is, as available” basis; and
to the maximum extent permitted by
law, we make no guarantees, representations, or warranties (whether express,
implied or statutory) including without limitation that the online services and
materials are or will be complete or free from errors or the information will
continue to be available to us to enable us to keep the online services and
materials up to date.
The Licensor (to the maximum extent
permitted by law) makes no guarantees, representations or warranties regarding
the use of or dissemination of information or statistics or data found from
other websites or sources that are linked or referred to on or in the Licensors
website or in the software. The
Licensor is not responsible for the contents of any third-party sites or
services, any links contained in third-party sites or services, or any changes
or updates to third-party sites or services.
The Licensor is providing these links and access to third-party sites
and services only as a convenience to you, and the inclusion of any link or
access does not imply an endorsement by the Licensor of the third-party site or
Nothing in these general terms and
conditions is intended to avoid the provisions of the New Zealand Consumer
Guarantees Act 1993 except to the extent permitted by the Act, or to exclude
liability arising under any other statute, if and to the extent that such
liability cannot be lawfully excluded, and these general terms and conditions
shall be modified to the extent necessary to give effect to that intention. If you access any of the online services or
materials for the purposes of a business you agree that the guarantees and
remedies provided in the Consumer Guarantees Act 1993 shall not apply. We do not provide any express guarantees (as
that term is defined in the Consumer Guarantees Act 1993) other than those
expressly confirmed in these general terms and conditions.
The licensor provides the following
limited warranty in relation to the Software:
(i) The Licensor warrants
that it has full power and authority to licence the Software to the Licensee;
(ii) The Licensor
warrants that to the best of its knowledge and belief the Software does not
infringe any New Zealand patent, copyright, trade secret or other proprietary
right of any third party;
(iii) The Licensor warrants
that, during the warranty period covered by this agreement, the Software will
function substantially in accordance with its published specifications but the
licensee acknowledges that the Software is of a complicated and technical nature
and may have minor or inherent defects.
During the warranty period, the licensor will repair or replace the
Software, at its sole option, to correct documented code errors which are
caused by a defect in an unaltered version of the Software. This non-transferable warranty is only valid
for the warranty period.
If any provision of this licence or
its application to any party or circumstance is or becomes invalid or
unenforceable to any extent, the remainder of this licence and its application
shall not be affected and shall remain enforceable to the greatest extent
permitted by law.
LIMITATION OF LIABILITY
To the maximum extent permitted by
law, a covered party (as defined below) shall not be liable for any loss,
injury, claim, liability or damage for any claim resulting in any way from:
any errors in or omissions from the
online services or the Software or any materials available or not included
unavailability or interruption to the
proposed online services or the Software or any features thereof or any
your use or misuse of the online
services or the Software or materials (regardless of whether you received any
assistance from the covered party in using or misusing the online services or
the Software or materials);
your use of any equipment in
connection with the online services or the Software or materials;
the content of the online services or
the software materials;
any delay or failure in performance
beyond the reasonable control of the covered party;
any negligence of a covered party or
its employees, contractors or agents in connection with the performance of our
obligations under this Agreement;
any incompatibility of either or both
of the software and the online services with the system or with any equipment
or other software forming part of or loaded on the system; or
any force majeure event;
[if you are a financial planner or
other professional advisor or broker] any liability you may incur to any of
your clients or to any member of the public or to any financial institution(s)
arising out of or in relation to your use of any of the online services, the
software, and the materials provided.
“Covered Party” means:
us, our affiliates and any officer,
director, employee, sub-contractor, agent, successor or assign of us or our
each third party supplier of materials
or services, their affiliates and any officer, director, employee,
sub-contractor, agent, successor or assign of any third party supplier of
materials or services or any of their affiliates.
A liability to you for breach of any
conditional warranty implied under any law which cannot be lawfully modified or
excluded by this Agreement shall, to the extent permitted by law, be limited at
our option to supplying the online services or software or materials again or
paying for their resupply.
Our liability to you for loss or
damage of any kind (including loss or damage caused by negligence) is reduced
to the extent that you caused or contributed to that loss or damage.
Subject to Section 11.3 the aggregate
liability of the Covered Parties in connection with any other claim arising out
of or relating to the online services or software or materials shall not exceed
the lesser of the amount of your actual direct damages suffered or the actual
fee paid by you for the Software license which in the case of a free trial
version of the license is zero. Your
right to monetary damages of that amount should be in lieu of all of the
remedies which you may have against any Covered Party.
Subject to Section 11.3 the Covered
Party shall not be liable for any special, indirect, incidental or
consequential damages of any kind whatsoever (including, without limitation
legal fees) in any way due to, resulting from, or arising in connection with
the online services, software, materials or failure of any Covered Party to
performance obligations regardless of any negligence of any party.
The Licensor is not responsible or
liable for any problems caused by the installation or configuration or use of
the prerequisite products.
You may not assign your rights or
delegate your duties under these general terms and conditions or any additional
terms without our prior written consent.
These general terms and conditions in
the additional terms shall be governed by and construed in accordance with the
laws of New Zealand.
There are technological measures in this software that are designed
to prevent unlicensed use of the Software.
You may experience difficulties in exercising your rights to the
Software unless you activate your copy of the Software in the manner described
in the Software and/or the documentation.
You may also need to reactivate the Software if you modify or change
your computer hardware or any operating system software or tools which are
required by the Software. The Licensor
will use those measures to confirm you have a legally licensed copy of the
Software. If you are not using a
licensed copy of the Software, you are not allowed to install the Software or
any future Software updates. The
Licensor will not collect any personally identifiable information from your
device during this process.
Where any dispute arises between the
parties concerning the circumstances, representations, or conduct giving rise
to the Agreement, no party may commence any court or arbitration proceedings
relations to the dispute unless that party has complied with the procedures set
out in this clause 13.
The party initiating the dispute (“the
first party”) must provide written notice of the dispute to the other party
(“the other party”) and nominate in that notice the first party’s
representative for the negotiations.
The other party must within seven days give written notice to the first
party naming the other party’s representative for the negotiations. Each representative nominated shall have
authority to settle or resolve the dispute.
If the parties are unable to resolve
the dispute by discussion and negotiation within 14 days of receipt of the
written notice from the first party, then the parties must immediately refer
the dispute to mediation.
The mediation must be conducted in
terms of the LEADR New Zealand Inc Standard Mediation Agreement. The mediation must be conducted by a
mediator at a fee agreed by the parties.
Failing agreement between the
parties, the mediator shall be selected and his/her fee determined by the chair
for the time being of LEADR New Zealand Inc.