These terms apply to your access to, and use of, the website at which you accepted these terms (“ALGIM Website”) and any content, online tools, templates, data and know-how (“ALGIM Content”) and services made available to you via the ALGIM Website.  The website, and the content and services specific to the type of subscription you have with us, are collectively called the “Services” in these terms.  The Services are provided by or on behalf of the Association of Local Government Information Management Incorporated of Palmerston North, New Zealand (also called “ALGIM”, “we”, “us” and “our” in these terms).

These terms form a legal agreement between you and us.  You are considered to have accepted these terms if you click to confirm your acceptance or agreement (where this option is provided to you) or if you otherwise view or use Services in any way.  You may be entering into this agreement as an individual user and/or on behalf of a local government organisation, company or other legal entity.  If you are entering into this agreement on behalf of an organisation or entity, you represent that you have the authority to bind that organisation or entity to this agreement, in which case references to "you" and "your" are references to that orgnisation or entity.  If you do not agree to these terms, or do not have the authority mentioned above, you are not permitted to use the Services.

1. Your right to use the Services

So long as you comply with these terms, we grant you a non-exclusive and non-transferable right to access and use the Services in the manner we make them available to you from time to time.  This right is subject to these terms and is limited by the type of subscription for the relevant service you have with us and any notices displayed as part of the Services or that we provide to you.  For example, the plan you are on may only permit a certain number of users to access and use the Services under your account.

Solely in relation to the ALGIM Content accessible in accordance with your subscription, this includes the right to copy, modify, download and print out such ALGIM Content for your internal business purposes only and in a manner that is reasonable and not commercially prejudicial to us.

Except as set out above, you are not granted any other rights in relation to the Services.

2. Intellectual Property

We alone (or our licensors) own and shall retain all rights, title and interest, including copyright and any other intellectual property rights (whether or not registered and anywhere in the world), in and to the Services (including in the user interface, design and look and feel, and in any underlying software, ideas or know-how).

You agree that any feedback or suggestions that you provide to us in relation to the Services is not confidential and may be used by us without obligation to you.

Our trademarks, logos and business, product and domain names are also owned by us alone and you are not granted any rights or interests in any of them.

3. Your Data

We do not own any of the information, data, files and other content that you upload to or provide to the Services (“Your Data”).  So, you grant to us and our suppliers and contractors the right to store, use, modify, adapt, reproduce, publish, display, distribute and communicate Your Data for the purpose of providing and supporting the Services.  You represent and warrant to us that you have the right and authority to grant these rights and Your Data will not violate these terms.

We reserve the right (but have no obligation to) remove or edit any of Your Data that we consider, in our sole discretion, is contrary to these terms.  You will not be able to access Your Data once your account has been closed or this agreement ends.

4. Your Personal Information

See our ALGIM Privacy Policy for the way ALGIM collects, uses and discloses your personal information.

5. Content available via the Services

All information, data, files and other content (including image, audio and video files) (“Content”) generated or provided by other users and that you may have access to as part of or via the Services, is the sole responsibility of the person from which that Content originated.  We do not endorse or approve Content and are not liable in any way for your (or anyone else’s) use or reliance on Content.

6. The Services or these Terms may Change

We may, at our sole discretion, modify the whole, or any part of, the Services at any time without notice to you and these terms continue to apply to any modified Services.

From time to time, we may change these terms.  We will endeavour to give you notice before the new version of the terms take effect by either emailing you with notice of the changed terms (sent to the email address you gave us when subscribing for the Services) or by displaying a notice as part of the Services (for example, on the ALGIM Website).  Any use by you of the Services after the new version of the terms has been posted on the ALGIM Website confirms your acceptance of the new version of the terms.

7. Your Responsibilities

You (and not us) are responsible for your use of the Services and any and all activity that occurs under your account and any accounts under your account (including Content that is posted, created, transmitted or displayed).  Such use and activity is collectively called “Your Activity” in these terms.

It is your responsibility to: 

• ensure you do not misuse the Services.  For example, you must access and use the Services in a reasonable and proper manner for your internal business purposes and never in a way that breaks any laws or regulations or infringes our or anyone else's rights;
• never infringe our intellectual property rights, or reverse engineer, resell, sub-license, create derivative works from or exploit any portion of the Services;
• comply with all our directions and restrictions regarding the use of the Services;
• provide accurate, current and complete information to us as part of your use of the Services and keep your user ID, codes and passwords confidential and secure;
• never attempt to undermine the security or integrity of the Services, circumvent any restrictions we place on your use of the Services, or obtain access to any part of the Services that we have not expressly given you permission to access;
• make sure that Your Data is free of anything illegal or that may be offensive, any viruses and anything else that infringes a third party’s rights or could have a detrimental affect on the Services or us (including our reputation); and
• make sure that all users of accounts under your account comply with these terms.  You are responsible and liable to us for anything any user of an account under your account does or does not do in relation to the Services.

8. Pricing, Payment, and Changes to the Fees

If you are the account holder for an organisation or entity (the “account holder”), you must pay all of the relevant subscription, maintenance and other charges related to your account at the times and in the way specified by us on the ALGIM Website.

The Services are billed annually in advance starting on or around the date that you subscribe to a particular service.  All payments are non-refundable, including if you don’t use the Services, close your account or downgrade your subscription during a billing cycle.  You will be billed the new rate for any upgrade to your subscription on or around the date that you upgrade, pro-rated to the end of your current billing cycle.

We reserve the right to increase the fees we charge for the Services and will endeavour to provide advance notice of such increases.  If you don't agree to the new fees you may within 30 days choose to end this agreement by taking the steps set out in section 10 (Ending the services and this agreement) below.

9. Disclaimers and Exclusions of Warranties

The Services are provided to you on an "as is" and "as available" basis and your use of them is at your sole risk.  We do not represent or warrant that they will be secure, reliable, free of defects or viruses or always available (including at a certain speed), that they will meet your requirements, that any Content or ALGIM Content is accurate, current, complete or reliable, or that all problems can or will be corrected.  This is in part because of the reliance of the Services on systems and networks that are not owned or controlled by us. Sometimes the Services will be unavailable or your use will be limited because of maintenance or other work that is being undertaken.  We will endeavour to provide advance notice of planned service interruptions.

We give no warranties in relation to the Services.  To avoid doubt, all warranties, representations and conditions in relation to the Services, whether express or implied, are excluded to the fullest extent permitted by law (including any warranties of fitness for purpose, merchantability, title and non-infringement).

You represent to us that your access and use of the Services is for the purposes of a business and so you agree that the guarantees and remedies provided in the Consumer Guarantees Act 1993 do not apply to the Services.

10. Ending the Services and this Agreement

You may end this agreement at any time for any reason by closing your account (where that option is made available to you as part of the Services) or telling us in writing at least 5 business days beforehand.

We may end this agreement for any reason by giving you at least 30 days notice beforehand.  We may also end this agreement, and/or end, suspend or restrict your access and use of the  Services, at any time without notice to you if:

• you have a user account under the account of an organisation or entity and we have reason to believe that you no longer work for that organisation or entity (for example, if we receive an email bounce back or failure notification message);
• you (or any user of an account under your account) has breached any of these terms;
• the account holder under which you obtained your account has closed their account or your account or we have otherwise exercised any of the rights in this section 10 in relation to them;
• we (in our sole discretion) consider it necessary or desirable to do so to protect our proper interests or the interests of anyone else; or
• you or your account holder has not paid us for the Services.
• Taking any of the steps above does not limit any other rights or remedies that may be available to us.
• Ending this agreement or any of the Services does not affect sections 2, 5and 8 - 13 (which will continue to operate) or any rights or remedies that have accrued beforehand.

11. Limitation and Exclusions of Liability

We, and our suppliers, contractors, directors, employees and agents (“Our Personnel”), will not be liable to you or any third party for any loss or damage to Your Data or any Content, breach of security or privacy, loss of profit, revenue, opportunity or saving, or any incidental, indirect, special or consequential loss or damage.

If we or Our Personnel are liable to you for any reason, then the total aggregate liability of us and Our Personnel (together) for all claims under or in connection with these terms or their subject matter will be limited to $1000.

The total aggregate liability above, and any exclusions or disclaimers of liability in these terms, shall apply however liability arises, or might otherwise arise, whether in contract, tort (including negligence), under indemnity, for misrepresentation, breach of statutory duty or otherwise.

We will not be responsible or liable for any failure or delay to perform our obligations due to any cause that is beyond our reasonable control or any failure by you to perform any of your obligations.

12. Indemnity

You fully indemnify us from and against all claims, damages, losses, liabilities and costs arising from or related to Your Activity or any breach of these terms by you or any user of an account under your account.

13. General

In these terms, words in the singular include the plural and vice versa; any examples in these terms, and references to "including" and similar words, are illustrative only and do not imply any limitations; and clause and other headings are for ease of reading only and do not affect the interpretation of these terms.  A reference to any legislation includes any amendment, consolidation, re-enactment or replacement of that legislation.

You may only subcontract, transfer or assign any of your rights or obligations under these terms with our prior written consent.  We may subcontract, transfer or assign all or any part of our rights or obligations under these terms.

These terms constitute the entire agreement and understanding between you and us in respect to its subject matter and replaces all previous agreements, understandings and representations relating to that subject matter and any additional or different terms that you may provide to us (including on any purchase orders).

Anything we need to notify or tell you of in writing under these terms may be sent to you by email to the last address you gave us in writing.  We can assume that any communication from us (including those sent by post or fax) has been received by you two days after it was sent unless we have been notified to the contrary (for example, if we receive notice of failure or delay in the delivery of an email).

Any waiver of any of these terms must be in writing and signed by one of our authorized representatives.  Any delay or failure by us to exercise any right does not prevent us from exercising that right, or any other right, on that or any other occasion.

If any provision of these terms is held to be illegal, invalid or unenforceable it shall be deemed to be amended so that it accomplishes the original purpose of that provision as far as possible.  The legality, validity or enforceability of the remaining provisions shall not be affected.

These terms are governed by the laws of New Zealand and you submit to the non-exclusive jurisdiction of the New Zealand courts.