STANDARD TERMS AND CONDITIONS
Definitions
• Licensed Material: those Masterspec Systems, tools (including the Masterspec Tools) and associated content that you choose to subscribe to and are licensed to use under this agreement.
• Masterspec Systems: Standard, Structural & Civil, Services, Basic, Minor Residential, Interiors, Landscapes (and those systems as varied or renamed from time to time).
• Masterspec Tools: Masterspec Link, Masterspec NextGen2, Masterspec MasterKey (and those systems as varied or renamed from time to time).
• We/us: Construction Information Limited.
• Your Specifications: specifications produced by you using the Licensed Material including those hosted by us.
Our obligations, We:
1. Grant you a license to use the Licensed Material to produce specifications in your professional practice.
2. Will, as necessary, update the Licensed Material.
3. Reserve the right to change, modify, suspend or discontinue any or all parts of the Masterspec MasterKey, Masterspec Link or Masterspec NextGen2 service or any other internet-based facility at any me.
4. Do not endorse any products profiled in our branded sections or referenced in any part of the Licensed Material or our website.
Your obligations, You:
5. Will only use the Licensed Material and Your Specifications and any other Masterspec materials in accordance with these terms and conditions, and as directed by us from time to time.
6. Will only use electronic versions of the Licensed Material and Your Specifications on a computer terminal, laptop, tablet, or other electronic device, accessed via your authorised login(s).
7. Agree that we may vary the Licensed Material from time to time.
8. Will notify us as soon as possible if you identify any errors or ambiguities in the Licensed Material.
9. Are solely responsible for any additions, alterations or variations that you make to the Licensed Material, including as incorporated into Your Specifications.
10. Will rely upon your own professional judgment and skill to determine the appropriateness of using any Licensed Material (or any material on any websites referenced in the Licensed Material) and to satisfy yourself as to its accuracy.
11. Will not use the Licensed Material for any purpose other than for production of project specifications, and in particular will not use it for the provision of a commercial specification preparation service.
12. Will not modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works, from the Licensed Material.
13. Agree that, before delivering a project specification electronically, you will convert the document to “read only” or remove any guidance notes (i.e. hidden text).
14. Agree that we may send you communications (electronic or otherwise).
15. Confirm that you are acquiring our services for the purposes of a business as defined in the Consumer Guarantees Act 1993 and that the provisions of that Act do not apply to these services.
Access
16. We will endeavour to ensure that the Licensed Material is accessible at all times. We will also take all reasonable steps to ensure that Your Specifications held by us online are kept secure and remain accessible to you during the subscription term. However, we do not warrant that access to the Licensed Material or to Your Specifications held by us online will be free from delay, interruption or restriction. We are not liable for any direct or indirect costs, losses or claims if access to the Licensed Material or Your Specifications is interrupted, restricted or delayed.
Exclusions and Indemnities
17. We do not warrant:
17.1 That the Licensed Material is error-free, accurate, up-to-date. The Licensed Material contains information provided to us by product manufacturers and other information providers;
17.2 That our website and websites referenced or linked to in the Licensed Material are free from any viruses or other defects.
18. We will not be liable in negligence, in contract, or otherwise, for any loss, damage or claim (including, without limitation, consequential loss or damage) suffered by you arising directly or indirectly from the use of the Licensed Material and Your Specifications, including from any corruption or loss of Your Specifications.
19. You indemnify us from any claims made against us directly or indirectly by any third party arising out of the use of Your Specification or interruptions or delays in your access to our systems, including any corruption or loss of Your Specifications.
Intellectual property
20. We own all Masterspec Systems and Masterspec Tools and all Licensed Materials as developed and updated from time to time.
21. You own, and are responsible for, Your Specifications except that we continue to own all Licensed Materials incorporated into Your Specifications.
Confidentiality
22. Unless required by law to disclose information:
22.1 You must keep the Licensed Material confidential except as reasonably required in the normal course of project specification production and you must take all reasonable steps to prevent any recipient of the Licensed Material from further disclosing the Licensed Material other than as is reasonably required to utilise the project specifications.
22.2 We will keep Your Specifications confidential.
Payment
23. Your license fee is calculated in accordance with the Masterspec subscription fee schedule (as updated from time to time) available on our website (Licence Fee). You will pay the Licence Fee within 21 days of receipt of an invoice from us or by regular automatic payments on the first of each calendar month.
24. We reserve the right not to update the Licensed Material or to restrict your access (in whole or in part) to the Licensed Material, including the Masterspec Tools if you fail to pay the Licence fee by due date.
Termination
25. You may terminate this licence agreement by giving us one month’s written notice at any time after 24 months from your first subscription fee payment.
26. We may terminate this licence agreement by giving you written notice:
26.1 Of one month at any time after 24 months from your first subscription fee payment; or
26.2 Immediately if you are in breach of your obligations under these terms and conditions.
27. Termination may be of this entire agreement or any one system or tool that you are subscribed to.
28. On termination you will:
28.1 Immediately pay us any outstanding Licence Fees;
28.2 Immediately return or destroy all Licensed Material; and
28.3 Not be entitled to use any Masterspec Systems or Masterspec Tools whatsoever except to continue to use Licensed Material properly incorporated into Your Specifications during the currency of your licence.
29. The following obligations continue to have effect after termination of this agreement:
29.1 Indemnity;
29.2 Confidentiality;
29.3 Intellectual property; and
29.4 Governing law.
Governing law
30. These terms and conditions are governed by New Zealand law and the New Zealand courts have exclusive jurisdiction.
STANDARDS ONLINE TERMS AND CONDITIONS
As subscriber, you acknowledge the Masterspec Standards Online Library service forms part of the systems subscribed to under the Masterspec Licence Agreement, and by signing this form you agree to the following terms and conditions:
- Your licence to use the Standards Online Library service shall continue until terminated by written notice from either party to the other. Notice may be given:
a. By either party at any me a er 24 months from the date we first receive your subscription fee or
b. By us at any time if you are in breach of your obligations under these terms and conditions or your subscription to a Masterspec system lapses.
- You may download a single copy of a document and retain that copy on your computer for a maximum of five working days for your internal use only. At the expiry of five days the copy of the document downloaded must be deleted from your computer.
- You may print one hard copy of any document for your own temporary use. Any printed documents must be destroyed within 30 days. You may not build up a hard copy reference collection. A hard copy reference collection is defined as a collection comprising more than 10% of the number of the documents within the Standards Online Library.
- You acknowledge that any document may be amended or withdrawn by us and that if you keep any document longer than the timeframes specified in clauses 2 and 3 above that we accept no responsibility for the currency of it.
- You do not own any of the documents, whether in electronic or hard copy form, obtained
directly or indirectly through the Standards Online Library service. Copyright subsists in
each of the documents and the full title to that copyright is at all times retained by
Standards New Zealand. You may only make use of portions of the documents in
accordance with the reasonable use exception to copyright.
- Under no circumstances may you sell or transfer to a third party any document, whether in electronic or hard copy form.
- Under no circumstances may you place a document on a network of any sort without our express prior permission.
- You must not modify, adapt, translate, reverse engineer, decompile, disassemble or create derivative works based on the documents, or any part of them.
- All downloaded or printed documents whether full or partial copies must be deleted and/or destroyed on expiry or termination of your subscription.
- You must keep your user identification information, including logins and passwords, secret and secure.
MASTERKEY STANDARD TERMS AND CONDITIONS
Definitions
• Licensed Material: the Masterspec Tools, systems and associated content that you subscribe to and are licensed to use under this agreement.
• Masterspec Tools: Masterspec MasterKey and Masterspec NextGen2 (and those systems as varied or renamed from time to time).
• We/us: Construction Information Limited.
• Your Documents: documents produced by you using the Licensed Material including those hosted by us.
Our obligations, We:
1. Grant you a licence to use the Licensed Material to produce documents in your professional practice.
2. Will, as necessary, update the Licensed Material.
3. Reserve the right to change, modify, suspend or discontinue any or all parts of the Masterspec MasterKey or Masterspec NextGen2 service or any other internet-based facility at any time.
4. Do not endorse any products profiled in our Masterspec branded specification sections or referenced in any part of the Licensed Material or our website.
Your obligations, You:
5. Will only use the Licensed Material and Your Documents and any other Masterspec materials in accordance with these terms and conditions, and as directed by us from time to time.
6. Will only use electronic versions of the Licensed Material and Your Documents on a computer terminal, laptop, tablet, or other electronic device, accessed via your authorised login(s).
7. Agree that we may vary the Licensed Material from time to time.
8. Will ensure that you regularly update online the Licensed Material you are using. You acknowledge that the Masterspec Tools are designed for online use and not for use solely on local drives based on locally saved Licensed Material.
9. Will notify us as soon as possible if you identify any errors or ambiguities in the Licensed Material.
10. Are solely responsible for any additions, alterations or variations that you make to the Licensed Material, including as incorporated into Your Documents.
11. Will rely upon your own professional judgment and skill to determine the appropriateness of using any Licensed Material (or any material on any websites referenced in the Licensed Material) and to satisfy yourself as to its accuracy.
12. Will not use the Licensed Material for any purpose other than for production of project documents, and in particular will not use it for the provision of a commercial document preparation service.
13. Will not modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works, from the Licensed Material.
14. Agree that we may send you communications (electronic or otherwise).
15. Confirm that you are acquiring our services for the purposes of a business as defined in the Consumer Guarantees Act 1993 and that the provisions of that Act do not apply to these services.
16. Understand and acknowledge that the Masterspec Tools utilise and interface with CAD software developed and owned by third party vendors. You undertake that you will not use the Masterspec Tools or Licensed Material in breach of any restrictions in your license agreements with such third party vendors.
Access
17. We will endeavour to ensure that the Licensed Material is accessible at all times. We will also take all reasonable steps to ensure that Your Documents held by us online are kept secure and remain accessible to you during the subscription term. However, we do not warrant that access to the Licensed Material or to Your Documents held by us online will be free from delay, interruption or restriction. We are not liable for any direct or indirect costs, losses or claims if access to the Licensed Material or Your Documents is interrupted, restricted or delayed.
Exclusions and Indemnities
18. We do not warrant:
18.1 That the Licensed Material is error-free, accurate, up-to-date. The Licensed Material contains information provided to us by product manufacturers and other information providers;
18.2 That our website and websites referenced or linked to in the Licensed Material are free from any viruses or other defects.
19. We will not be liable in negligence, in contract, or otherwise, for any loss, damage or claim (including, without limitation, consequential loss or damage) suffered by you arising directly or indirectly from the use of the Licensed Material and Your Documents, including from any corruption or loss of Your Documents.
20. You indemnify us from any claims made against us directly or indirectly by any third party arising out of the use of Your Specification or interruptions or delays in your access to our systems, including any corruption or loss of Your Documents.
Intellectual property
21. We own all Masterspec Tools and systems and all Licensed Materials as developed and updated from time to time.
22. You own, and are responsible for, YourDocuments except that we continue to own all Licensed Materials incorporated into Your Documents.
Confidentiality
23. Unless required by law to disclose information:
23.1 You must keep the Licensed Material confidential except as reasonably required in the normal course of project specification production and you must take all reasonable steps to prevent any recipient of the Licensed Material from further disclosing the Licensed Material other than as is reasonably required to utilise the project Documents.
23.2 We will keep Your Documents confidential.
Payment
24. Your licence fee is calculated in accordance with the Masterspec subscription fee schedule (as updated from time to time) available on our website (Licence Fee). You will pay the Licence Fee within 21 days of receipt of an invoice from us or by regular automatic payments on the first of each calendar month.
25. We reserve the right not to update the Licensed Material or to restrict your access (in whole or in part) to the Licensed Material including the Masterspec Tools if you fail to pay the Licence fee by due date.
Termination
26. You may terminate this license agreement by giving us one month’s written notice at any time after 24 months from your first subscription fee payment.
27. We may terminate this license agreement by giving you written notice:
27.1 of one month at any time after 24 months from your first subscription fee payment; or
27.2 immediately if you are in breach of your obligations under these terms and conditions.
28. Termination may be of this entire agreement or any one system or tool that you are subscribed to.
29. On termination you will:
29.1 immediately pay us any outstanding License Fees;
29.2 immediately return or destroy all Licensed Material; and
29.3 not be entitled to use any Masterspec Tools or systems whatsoever except to continue to use Licensed Material properly incorporated into Your Documents during the currency of your licence.
30. The following obligations continue to have effect after termination of this agreement:
30.1 Indemnity;
30.2 Confidentiality;
30.3 Intellectual property; and
30.4 Governing law.
Governing law
31. These terms and conditions are governed by New Zealand law and the New Zealand courts have exclusive jurisdiction.