Version history:

- Oct 29 2009 - first version

1. DEFINITIONS

"Aptelisense"

Means Aptelisense New Zealand Limited.

"You"

Means You and includes your employees, consultants, representatives and agents.

"Your"

Means of or relating to You, yourself or yourselves.

"Confidential Information"

Includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Software but does not include information which is, or becomes, publicly available other than through unauthorized disclosure by the other party.

"Intellectual Property Rights"

Means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

"Website"

Means the Internet site at the domain www.aptelisense.com or any other site operated by Aptelisense.

"Software"

Means any Aptelisense software available via the Website or from Aptelisense.

"Service"

Means any Aptelisense online software or consultancy provided by Aptelisense.

"Content"

Means all content, text, images, data, information and other material displayed, available or present on this Website 

"Terms"

Means the terms and conditions defined in this document (web page)

2. ACCEPTANCE OF TERMS AND CONDITIONS

Use of this Aptelisense Website, Software or Service, is governed by the Terms below. These Terms are legally binding on all users of this Website, Software or Service. By accessing this Website, Software or Service, You agree to abide by these Terms. If You do not agree with any of these Terms please do not use this Website, Software or Service. By using the Website, Software or Service You will be deemed to have irrevocably agreed to these Terms.

3. INTELLECTUAL PROPERTY RIGHTS

3.1 Ownership

All Content including any Intellectual Property Rights in such Content (including without limitation trademarks and copyrights), are the property of Aptelisense, its affiliates, its licensors or the designated owners, and are protected by applicable intellectual property laws. You should assume that everything You see or read on this Website is copyrighted unless otherwise noted, and may not be used without the written permission of Aptelisense except as provided in these Terms.

3.2 Authorized and Prohibited Uses

You may view, download and print content from this Website only for personal, non-commercial and informational use, without modification or alteration of the Content in any way. You may not otherwise reproduce, sell, publish, distribute, modify, display, or use any of this Website or the Content without the prior written permission of Aptelisense and You will not infringe upon any Intellectual Property Rights or remove or modify related proprietary notices contained in this Website or the Content.

4. USER REQUIREMENTS AND OBLIGATIONS

4.1 Registration and Passwords

Certain areas of the Website will require You to provide registration details and a password to access certain Content using a personal account. In registering and using a personal account, You agree to and are responsible for providing accurate, current and complete details and maintaining the confidentiality of the password. In registering and using a personal account, You agree to being fully responsible for all activities that occur when using Your personal account. You agree to notify Aptelisense immediately of any known or suspected unauthorized use of Your personal account. If Aptelisense believes that You have provided incorrect or misleading details or You have disclosed Your account password to a third party, Aptelisense will have the right to suspend or terminate Your account and Your access to the Website.

4.2 Compliance with Laws

You will comply with all applicable laws in connection with Your use of this Website, Software or Service.

4.3 Unsuitable Conduct

You will not engage in conduct on or in connection with this Website, Software or Service that is illegal, misleading, infringing, defamatory, obscene, offensive, or otherwise objectionable. You will not cause damage, embarrassment or adverse publicity to Aptelisense.

4.4 Third Party Sites and Other Information

This Website may contain Content, links, and other information submitted by third parties over whom Aptelisense has no control or responsibility. Aptelisense has no obligation to monitor, control or restrict the use of this Website, or third party websites accessible via links on this Website. These other sites are not under the control of Aptelisense, and You acknowledge that (whether or not such sites are affiliated in any way with Aptelisense) Aptelisense is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites. The inclusion of such a link does not imply endorsement of any site by Aptelisense or any association with its operators. Moreover, Aptelisense has no obligation to verify any Content submitted by a user or to provide any registration or other information to User concerning any Content.

5. WARRANTIES AND ACKNOWLEDGMENTS

5.1 Acknowledgement:

You acknowledge that:

• You are authorised to use the Website, Software or Service and to access the information (whether that information is your own or that of anyone else).
• If You are using the Software or Service and accessing the Website on behalf of or for the benefit of an organisation (whether a body corporate or not) then Aptelisense will assume that You have the right to do so and that organisation will be liable for your actions or omissions (including any breach of these Terms).
• The provision of, access to, and use of, the Website, Software or Service is on an "as is, where is" basis and at your own risk.
• Aptelisense does not warrant that the use of the Website, Software or Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Website, Software or Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Website, Software or Service. Aptelisense is not in any way responsible for any such interference or prevention of your access or use of the Website, Software or Service.
• It is Your sole responsibility to determine that the Website, Software or Service meets the needs of your business.

5.2 No Warranties Provided

This Website, its Content, and its links are provided on an "as is" basis and are used only at the sole risk of You, to the fullest extent permissible by law. Aptelisense disclaims all warranties, express or implied, of any kind, regarding this Website (including its Content, hardware, software and links), including ANY IMPLIED WARRANTIES as to fitness for a particular purpose, merchantability, title, non-infringement, results, accuracy, completeness, accessibility, compatibility, security and freedom from computer virus. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO You, THE ABOVE EXCLUSIONS WILL APPLY TO You TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

6. LIMITATION OF LIABILITY

Aptelisense will not be liable for any damages or losses, including direct, indirect, consequential, special, incidental or punitive damages and lost profits, in connection with use of the Internet, this Website, its Content, or its links, however caused, whether in contract, tort, negligence, strict liability or otherwise, even if Aptelisense has been advised of the possibility of such damages. Aptelisense will not be a party to, and will have no responsibility or liability for, any transaction negotiated or arranged by You arising in connection with this Website, Software or Service. In any event, IF ANY OF THE ABOVE PROVISIONS IN THIS SECTION are NOT ENFORCEABLE IN AN APPLICABLE JURISDICTION, The maximum liability of Aptelisense will be limited to, in the sole discretion of Aptelisense, either the (1) correction or deletion of any inaccurate Content or link; or (2) refund of any fees for this Website, Software or Service received by Aptelisense from You.

7. INDEMNIFICATION

You will defend, indemnify and hold harmless Aptelisense and its affiliates, officers, directors, employees and contractors from any demands, claims, damages, liabilities, expenses or harms, including attorneys fees, arising in connection with Your use of this Website, Software or Service, online conduct, breach of these Terms or dealings or transactions with other persons resulting from use of this Website, Software or Service.

8. GENERAL

8.1 Entire Agreement

These Terms, together with the Aptelisense Privacy Policy and the terms of any other notices or instructions given to You under these terms, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Aptelisense relating to the Website, Software or Service and the other matters dealt with in these Terms.

8.2 Waiver

If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

8.3 Delays

Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.

8.4 No Assignment

You may not assign or transfer any rights to any other person without Aptelisense's prior written consent.

8.5 Governing Law and Jurisdiction

These Terms will be governed by New Zealand law and You agree to submit to the exclusive jurisdiction of the New Zealand Courts. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

8.6 Severability

If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.

8.7 Notices

Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Aptelisense must be sent to support.request at aptelisense.com or to any other email address notified by email to You by Aptelisense. Notices to You will be sent to the email address which You provided when setting up your access to the Website.

8.8 Rights of Third Parties

A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.

1. ACCEPTANCE OF TERMS AND CONDITIONS

The use of an Aptelisense Product or Service is governed by the Terms below. These Terms are legally binding. By using an Aptelisense Product or Service, You agree to abide by these Terms. If You do not agree with any of these Terms please do not use an Aptelisense Product or Service. By using an Aptelisense Product or Service You will be deemed to have irrevocably agreed to these Terms.

2. PAYMENT FOR SERVICES

Unless otherwise agreed in writing, invoice payments should be paid by the Due Date specified on the invoice. Outstanding amounts not paid by the invoice Due Date can incur a 15% additional charge per month until paid. Invoices not paid by the Due Date will be assigned to our credit collection service and will attract additional charges incurred in the collection process which will be added to the outstanding invoice amount.

3. PAYMENT FOR PRODUCTS

Payments for Aptelisense Products should be paid in full before the Product is received by You. Aptelisense Products will require You to pay an annual Maintenance License in order to continue to use the Aptelisense Product. If you do not wish to continue using the Aptelisense Product You should uninstall the Aptelisense Product and notify Aptelisense that You do not wish to pay to renew the Maintenance License.