These terms (“Terms”) apply to use by a customer or user (“you” or “your”) of ArchiPro Limited’s (“ArchiPro”, “we”, “us” or “our”) website www.archipro.co.nz and any related websites, mobile apps, plug-ins and browser extensions (“Website”).
These Terms were last updated in [March 2021].
1. APPLICATION OF TERMS
1.2. If you are using the Website for commercial purposes, you acknowledge and agree that additional terms may apply to your use of the Website, including our Terms of Service and General Advertising Terms and Conditions, together with any other relevant policies or documents applicable to the commercial use of ArchiPro’s online services (”Additional Terms”). In addition, you agree that you are in trade and to the extent permitted by law, the Consumer Guarantees Act 1993 and sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply.
2.2. You are responsible for:
(a) providing true, accurate and complete information;
(b) keeping all information you use to [register as a member] up to date; and
(c) protecting your username and password from getting stolen or misused.
3. ACCEPTABLE USE
3.1. You must use the Website in a manner that complies with all applicable laws and regulations.
3.2. You agree not to damage or harm the Website or any underlying network or system. You may not use the Website to publish content or engage in activity that is illegal under applicable law, that is harmful to others, or that would subject us to liability. Examples of prohibited activity include:
(a) activity contrary to ArchiPro’s public image, goodwill or reputation;
(b) promoting or sharing any offensive or illegal activity or content;
(c) introducing or uploading viruses or other malicious code to the Website;
(d) undermining the security or integrity of our computing systems or networks;
(e) collecting, or attempting to collect, data or personal information about any other Website users without their knowledge or consent;
(f) using the Website in any way that might impair functionality or interfere with other people’s use
(g) modifying, copying, adapting, reproducing, disassembling, decompiling, reverse engineering or extracting the source code of any part of the Website;
(h) threatening harm to persons or property or otherwise harassing behaviour; or
(i) infringing the intellectual property or other proprietary rights of others.
4. CUSTOMER CONTENT
4.1. If you are a registered user, the Website allows you to post content, including photos, pictures, messages and/or enquiries, comments, proposals, design boards and reviews (“your Content”). You may also post enquiries or messages if you are not a registered user.
4.2. You (or your relevant licensor) retain all ownership in, and are responsible for, your Content. However, you grant to us, or shall otherwise procure the granting to us of, a non-exclusive, irrevocable, transferable, sub-licensable, royalty free licence to use, store, display, save, modify, distribute, create derivative works and save your Content on, or in connection with, the Website and for any and all other purposes that we consider necessary or desirable in connection with our business, whether now or in the future. This may include the use of your Content on or in connection with advertising and other communications by us on other platforms such as Facebook, Instagram or LinkedIn.
4.3. By posting, uploading or submitting your Content on the Website, you represent and warrant that your Content:
(a) is your own work or you have the necessary permission from the author or owner of the relevant Content to use such Content in the manner contemplated in these Terms;
(b) does not violate or infringe the moral, intellectual property, privacy or other rights of any other person
(c) does not contain any virus, work, corrupt file, or other forms of malicious code or content that may harm a website or computer; and
(d) does not include any cookie, tracking tag or other tracking device unless we have provided our prior written consent to such inclusion.
4.4. We reserve the right to remove or modify your Content, in whole or part, for any reason.
4.5. Following termination or deactivation of your profile, or if you remove any of your Content, we may keep your Content for a reasonable period of time for back-up, archival or audit purposes.
5. ARCHIPRO CONTENT
5.1. All intellectual property in or related to the Website (including software, source code, trademarks, logos, designs, and inventions, but excluding your Content), is the property of ArchiPro (“ArchiPro Content”). You agree not to copy, distribute, modify or make derivative works of, or use, any ArchiPro Content in any way not expressly permitted by us.
5.2. To enable you to use and enjoy the Website and associated services, we grant you a limited, non-exclusive, non-transferable and revocable licence to use the Website in accordance with these Terms. We may terminate this license at any time for any reason.
6. OTHER CONTENT
6.1. The Website enables access (including links) to third-party content, websites, products and services, and it offers interactions with third-parties that we do not control. We don’t endorse or assume any responsibility for, and we make no warranties or representations with respect to:
(a) the accuracy, completeness or timeliness of any content posted on the Website by any third party; or
(b) the offerings (whether products or services) of any third parties or the content of their websites.
6.2. You should carefully review the legal statements and other conditions of any website which you access through a link from the Website.
8.1. All images uploaded and submitted to be displayed on the Website must comply with photography licensee restrictions and are licensed for website use. Images, text and video submitted must not in any way infringe any third party’s rights, including copyright, logos, trademark, trade names or other proprietary rights of publicity or privacy.
8.2. If you infringe copyright or other intellectual property rights of others, we may delete or prevent access to your Content, in whole or in part, from the Website until proven that it is rightfully allowed to be uploaded. ArchiPro may, at its discretion, terminate any profiles or accounts of users who repeatedly infringe the copyright or other intellectual property rights of others.
8.3. If you believe any material displayed on the Website infringes your copyright, you may issue us a notice pursuant to the Copyright Act 1994 (NZ) to request that the matter be investigated.
9.1. While we take all reasonable measures to ensure the security and performance of the Website, we do not guarantee that the Website will be 100% secure, uninterrupted or error-free. All information on the Website is provided on an ‘as is’ basis, without warranty of any kind. Use of the Website is at your own risk.
9.2. We disclaim all warranties, express or implied, including any implied warranties of non-infringement, merchantability and fitness for a particular purpose. If you are using the Website for a personal purpose, then nothing in our Terms limits any consumers’ legal rights that may not be waived or limited by contract.
9.3. We will notify you if we become aware that the security of the Website has been compromised or that there is unauthorised access to any registration you maintain on the Website.
10. LIABILITY AND INDEMNITY
10.1. To the maximum extent permitted by law, we are not liable for any loss or damage, whether direct or indirect, and including loss of profits, loss of business or anticipated savings, general or special damages, consequential or incidental loss arising in connection with:
(a) your use of the Website or another user’s acts or omissions on the Website;
(b) the Website being unavailable (in whole or in part) or performing slowly;
(c) any errors, inaccuracies, or omissions in information on the Website;
(d) any exposure to viruses or other forms of interference which may damage your computer system or expose you to fraud when you access or use the Website; and
(e) any site linked from the Website.
10.2. You agree to indemnify us against any claims, losses, costs (including legal costs), expenses, demands or liability relating to
(a) your use of the Website;
(b) your breach of these Terms; and
(c) your Content that you post or make available on the Website.
11. GENERAL TERMS
11.1 You may not assign any of your rights or obligations under these Terms without the prior written consent of ArchiPro. A change in your effective ownership or control will be deemed an assignment for the purposes of this clause. ArchiPro may assign, transfer, licence or subcontract any and all of its rights and obligations under these Terms by notice to you but without requiring your consent.
11.2. If any provision of these Terms is found to be invalid, illegal or unenforceable, then such provision shall be deemed to be amended to the extent required to cure such invalidity, illegality or unenforceability and the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
11.3. No waiver of any breach of, or failure to enforce any provision of, these Terms by ArchiPro shall in any way limit the right of ArchiPro thereafter to enforce and compel strict compliance with the provisions of these Terms.
11.4. These Terms, together with any applicable Additional Terms, set out the entire agreement between ArchiPro and you in relation to use of the Website and supersedes all prior arrangements, undertakings, representations and warranties by or between the parties in relation to the Website, whether written or implied.
11.5. We may at our sole discretion vary these Terms at any time, effective upon posting an updated version of the Terms on the Website. When we do, we will revise the date of the Terms below. Continued use or access of the Website after any such changes constitutes your acceptance of those changes.
11.6. These Terms are governed by, and are to be construed in accordance with, the laws of New Zealand and each party submits to the exclusive jurisdiction of the courts of New Zealand.