General Terms and Conditions

DEFINITIONS

Authorised Users: means any person authorised by you to use the Services and the Documentation.

Commencement Date: means the date specified in any Order Form or, if no date is specified in an Order Form or where no Order Form exists, the date you first access the Services.

Confidential Information: means any information, know-how or material in any form, whether provided before or after the Commencement Date, obtained by a party pursuant to these Terms and which is by its nature confidential, is designated by the disclosing party as confidential or which the recipient ought reasonably know is confidential, but does not include any information to the extent the receiving party can show the relevant information:

(a)     is part of or legitimately enters the public domain;  

(b)     is already or becomes in the unrestricted possession of the receiving party without there having been any breach of a third party’s obligations of confidentiality;

(c)     has been independently developed by the receiving party (as evidenced by records in its possession);

(d)     is not intended to be confidential as evidenced by the written agreement of the disclosing party; or

(e)       legally must be disclosed, or is required to be disclosed pursuant to the listing rules of any applicable stock exchange.

Contract Year: means each 12 month period during the Term commencing on the Commencement Date and each anniversary of the Commencement Date.

Customer Data means: the data, information or materials inputted by you, Authorised Users or us on your behalf for the purposes of using the Services or facilitating your use of the Services, but does not include the Branded Section, or any of our software, algorithms or data comprising or used to run the Services.

Documentation: means any documents we make available to you from time to time (as amended by us from time to time) which set out a description of the Services and the user instructions for the Services, including the documentation available at masterspec.co.nz, the domain set out in the Order Form, or such other site we notify you of from time to time.

Fees: means any amounts payable for the Services, as set out in an Order Form or on the Website (as may be varied in accordance with these Terms).  If there is no Order Form, or the Order Form does not specify the Fees, the Fees are the amounts shown on our Website for the relevant Services (including 'add-ons' such as access to Standards New Zealand's Online Library).  

Intellectual Property Rights or IPRs: means all intellectual property rights including current and future, registered and unregistered rights in respect of copyright, designs, circuit layouts, trade marks (including logos and get-up), trade secrets, know-how, confidential information, patents, inventions and discoveries and all other intellectual property as defined in article 2 of the convention establishing the World Intellectual Property Organisation 1967.

Masterspec Tools and Systems: Masterspec, MasterKey and Masterspec NextGen2 (and any modified or renamed versions) and any other service or product that we provide.
MiProducts Services means the services described in Schedule 3 and provided in accordance with these General Terms and Schedule 3.

Order Form: means a document issued by us to you when you purchase Services from us.  The Order Form may be an invoice, quotation or similar document, and it will set out the key commercial terms (such as the Fees and Term of the Services) agreed between the parties.

Product Information Review Services means the services described in Schedule 4 and provided in accordance with these Terms and Schedule 4.

Product Listing Services: means the services described in Schedule 5 and provided in accordance with these General Terms and Schedule 5.

Product Partner Services: means the services described in Schedule 2 and provided in accordance with these General Terms and Schedule 2.

Renewal Period: means the period for which these Terms will renew under clause 3.1, as specified in the Order Form.  If no renewal period is specified in the Order Form, the Renewal Period is 12 months.

Services: means the Subscription Services, Product Partner Services, MiProducts Services, Product Information Review Services and / or Product Listing Services (as the context required).

Services Terms: means the specific terms applicable to each of the Services as set out in the Schedules.

Subscription Services: means the 'Software as a Service' subscription services, being access to and use of the Masterspec Tools and Systems specified in the Order Form (or if there is no Order Form, the Masterspec Tools and Systems we agree to provide to you), which are provided by us to you under these General Terms and in accordance with Schedule 1. The software, features and functionality of the Masterspec Tools and Systems are more fully described in the Documentation available at masterspec.co.nz.  The Subscription Services include access to add-on services you elect to receive when you sign-up to receive Services (such as access to Standards New Zealand's Online Library) or which you subsequently elect to receive (and we agree to provide).

Term: means:

(a)     subject to (b) and (c) below, the initial term of the Services as specified in the Order Form (or if no initial term is specified, an initial term of 12 months) together with all Renewal Periods; or

(b)     in respect of the Standard Listing services comprised in the Product Listing Services, the period in which your Standard Listing is included in the MiProducts database; and

(c)     in respect of the MiProducts Services only, the period in which you use or access the MiProducts Services.