Real-EZY SalesPartner ™

Software Licence Agreement Between:
Taranaki Street Computers Ltd. (TSC)
the authors of SalesPartner Software
Computers for People Building
9 Lower Tyers Road, Ngauranga
PO Box 13-085, Johnsonville
WELLINGTON. Ph. 04 471-1849, fax 04 471 1266

And: "the Customer"

  1. TSC grants the Customer a single non-exclusive non-transferable licence to use the Real Estate Listing and Contact Management System distributed by TSC known as Real-EZY SalesPartner(TM) ("the Software").
  2. TSC or its authorised representative will configure the Software for the subsidiary or associated company is in arrears. Customer and install it on the Hardware.
  3. TSC will on request provide the Customer with up to two half-days training as required at the nearest TSC training facility. The Customer agrees to pay for this and any other training it may request at TSC's standard rates.
  4. Except as expressly permitted by this agreement the Customer is not permitted to rent, lease, sublicense, loan, copy, modify, adapt, merge, translate, reverse engineer, decompile, disassemble or re-create derivative works based on the whole or any part of the Software or its associated documentation or use, reproduce or deal in the Software or any part thereof in any way.
  5. TSC encourages suggestions for improvement to the Software. Any such improvements made to the Software become and remain the property of TSC and may be distributed at the sole discretion of TSC without acknowledgement or payment to the Customer.
  6. The Customer acknowledges that it has no claim and undertakes not to maintain any claim or rights regarding the Software including but not limited to patent, copyright, trade marks or any other intellectual property whatsoever.
  7. The Customer will pay TSC the monthly licence fee as set out in Schedule 2 below ("the License Fee").
  8. TSC will provide ongoing updates to the Software. Updates will normally be supplied twice per year in a form that the Customer can install for themselves. If the Customer requests TSC to arrange installation then TSC may charge a fee for that service at its normal rates for labour and travel. TSC is not required to provide updates or support to the Customer if the License Fee or any other payment due by the Customer to TSC or any subsidiary or associated company is in arrears.
  9. TSC warrants that the Software does not infringe any industrial or intellectual property rights of any third party and that it has authority to enter into this agreement with the Customer. The Customer acknowledges that it is acquiring the Software for business use and that the provisions of the Consumer Guarantees Act 1993 are expressly excluded.
  10. The Customer acknowledges that it has read and accepts the additional terms printed on the back of this form.

ADDITIONAL TERMS

  1. TSC strives to ensure that the Software is error free. Should the Customer locate an error in the Software TSC will use its best endeavours to remedy the error (or suggest a way of circumventing it) within two working days from the receipt of notification of the error.
  2. TSC will not be liable under the law of tort, contract or otherwise for any loss of profits or savings or for any indirect or consequential loss or damage howsoever caused arising from the use of the Software. TSC's liability arising out of any claim for damages for any cause whatsoever will not under any circumstances exceed the lesser of either twelve months Licence Fee or the total of the Licence Fees paid to it by the Customer.
  3. Apart from the warranties given in clause 9 above TSC makes no warranties or representations regarding the Software. All warranties and conditions including any as to merchantability or fitness for a particular purpose expressed or implied by statute or common law are expressly excluded.
  4. TSC or its representative will provide an explanation to the Customer of the importance of backing up computer data and information as to how this is done. The Customer acknowledges that responsibility for ensuring that regular backups are actually taken rests solely with the Customer.
  5. TSC is entitled to assign its rights under this agreement and in the Software either by sale or by way of security PROVIDED THAT such assignment be subject to the rights of the Customer in accordance with this agreement.
  6. This agreement operates for an indefinite term from the Commencement Date and continues until ended by either party giving the other one months notice in writing. Either party may end the agreement immediately if the other party becomes bankrupt or goes into receivership or liquidation or makes any arrangement for the benefit of its creditors or becomes subject to official management or commits any breach of its obligations under this agreement and  fails to remedy such breach within fourteen days of receipt of written notice from the other party requesting it so to do.
  7. Upon termination of this agreement for any reason the Customer will immediately cease using the Software and will ensure that the Software is removed from its Hardware. The Customer will forthwith return to TSC all manuals, disks and other materials relating to the Software and provide TSC with a written undertaking that it has not retained any copies in any form. The Customer acknowledges that the Software contains a time lock and requires regular re-validation by TSC in order to continue operating.
  8. If any provision of this agreement shall be unlawful, void or for any reason unenforceable then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of the remaining provisions of this agreement. This agreement is governed by the laws of New Zealand.
Licence Agreement.pdf
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