1. APPLICATION OF TERMS
1.1. These Terms apply to your use of the Services. By accessing and using the Services:
a. you agree to these Terms; and
b. where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorised to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms.
1.2. If you do not agree to these Terms, you are not authorised to access and use the Services, and you must immediately stop doing so.
2. LICENCE
2.1. You are granted a non-exclusive, non-transferable, limited licence, and to permit Authorised Users, to access and use the Services during the term of your Subscription.
3. CHANGES
3.1. We may change these Terms at any time by updating them on the Website. Unless stated otherwise, any change takes effect immediately. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use the Services, you agree to be bound by the changed Terms.
3.2. We may change, suspend, discontinue, or restrict access to, the Services without notice or liability.
4. DEFINITIONS
In these Terms:
Authorised Users means natural persons, employees directors, volunteers and support personnel authorised by you and us to access the Services that you have subscribed to.
Code Of Conduct means the agreed terms as set out here [insert hyperlink]
including and similar words do not imply any limit
Loss includes loss of profits, savings, revenue or data, and any other claim, damage, loss, liability and cost, including legal costs on a solicitor and own client basis
Files means all data, information, video, images, PDF’s and documentation uploaded by you to the Service.
Personal information means information about an identifiable, living person
Services means the Website, applications, systems, subscription services (including stellar secure business platform, stellar library, stellarboard and stellargovt) and any other new or developed products supplied by us.
Subscription means the Service you have selected to use at the agreed Fee for an initial 12 month term and any additional renewed 12 month terms.
Terms means these terms and conditions titled “End User Licence Agreement”.
Underlying System means any network, system, software, data or files that underlies or is connected to the Services (excluding third party platforms).
User ID means a unique name and/or password allocated to you to allow you to access certain parts of the Website
We, us or our means Stellar Library Limited Partnership
Website means stellarlibrary.com, thestellarboard.com, and stellargovt.com
You means you or, if clause 1.1b applies, both you and the other person on whose behalf you are acting.
5. YOUR OBLIGATIONS
5.1. You must provide true, current and complete information in your dealings with us (including when setting up an account), and must promptly update that information as required so that the information remains true, current and complete.
5.2. You must keep your User ID secure and:
a. not permit any other person to use your User ID, including not disclosing or providing it to any other person; and
b. immediately notify us if you become aware of any disclosure or unauthorised use of your User ID, by sending an email to:
5.3. You must:
a. not act in a way, or use or introduce anything (including any virus, worm, Trojan horse, timebomb, keystroke logger, spyware or other similar feature) that in any way compromises, or may compromise, the Website or any Underlying System, or otherwise attempt to damage or interfere with the Website or any Underlying System; and
b. unless with our agreement, access the Website via standard web browsers and apps in all major app stores including iOS app store, MacOS app store, Google playstore and Windows app stores only and not by any other method. Other methods include scraping, deep-linking, harvesting, data mining, use of a robot or spider, automation, or any similar data gathering, extraction or monitoring method.
5.4. You are solely and exclusively responsible for the collection, accuracy, currency, quality, legality, completeness and use of the Files.
6. USE OF SERVICE
6.1. You acknowledge that you have read and understood how the Service works and that your access and use of the Service is on an “as is” basis and at your risk.
6.2. We are not responsible for the accuracy, relevance, quality, or significance of your Files or for the arrangement or compilation of your Files.
6.3. The Services can only be accessed by you and your Authorised Users using third party platforms as notified on the Website from time to time. Before subscribing, please ensure you have read and understood the end-user licence agreement for those third-party platforms. You or your Authorised Users may be required to possess certain minimum hardware components and internet connections to use the Services. We are not responsible for any failure of a third-party platform.
6.4. You acknowledge and agree that:
a. You will use the Services solely for the purpose of collating, compiling, storing and distributing files which you are permitted to copy and distribute, and then only in the manner in which you are permitted to do so.
b. You are solely responsible for how you collate or manage your Files.
c. You are responsible for ensuring that in using the Services you comply with all laws applicable to you at all times and with our Code of Conduct. In particular, you are responsible for ensuring that you and your Authorised Users do not infringe the copyright or other intellectual property rights, or invade the privacy, of any other person. You will seek advice if you are unsure before uploading any Files.
d. You are responsible for ensuring you have backup copies of your Files. If the Services are terminated or cancelled, you will not be able to access your Files.
e. You will comply with the Code of Conduct when using the Services.
6.5. You warrant to us that Files will be either work in which you own the copyright or works which you are authorised to copy, distribute, issue to the public or otherwise communicate in that manner.
6.6. We are entitled to access your account and/ or make operational changes to the Services for technical maintenance, improvement, update or otherwise and in some circumstances it may be necessary to suspend your access to the Services. We will use best endeavours to notify you of any planned suspension prior to the date and re-establish normal operations as quickly as possible.
7. FEE FOR SUBSCRIPTION SERVICE
7.1. Upon completing your Subscription order we will automatically send an invoice for the fee according to the Subscription services that you select. All payments will be due immediately upon placing the order. Once payment has been made, you will have immediate access to the Subscription.
7.2. Upon starting the Subscription we will require a direct debit form to be signed by you for the renewal fee unless agreed otherwise. If you provide us with your credit card details then you authorise us to charge the fee directly to your credit card for the subscription and any renewed subscription. We shall be entitled to carry out preliminary checks to verify the credit card availability.
7.3. All information relating to your credit card will be forwarded via a secure connection directly to the website of the banking institution, which provides the payment service.
7.4. As at the renewal date of your subscription the fee will be automatically due and owing unless the subscription has been terminated.
7.5. The fee and period of use of the subscription services will be as stated on the Website or any other medium through which the Services are being provided at the time you start your subscription.
7.6. We may increase our fee annually, effective from the renewal date of your subscription. Any fee increase in excess of 5% of the previous fee paid must be notified to you 60 days prior to the end date of your Subscription.
7.7. Your access to the Files and the Services is dependent on you paying the fee when due.
7.8. If you have been provided with a free trial Subscription you accept and agree that these Terms shall apply from the start date of the free trial notwithstanding that no fee has been paid.
8. AUTHORISED USERS
8.1. You are responsible for all use of the Services and Files through your subscription including by Authorised Users. You must ensure that each person has access to the Services and Files through your subscription:
a. Is an Authorised User;
b. Is using the Services and Files only in accordance with these Terms and the Code of Conduct; and
c. You have given the required consent to use the Services and revoked their access when required by you.
8.2. We may provide access to the Services and Files via a User ID or other methods. Any User ID issued by us to you or an Authorised User is personal and confidential to you or that Authorised User. If we suspect that a User ID is being used by an unauthorised user or a different Authorised User to whom it was issued, that User ID may be cancelled and you may be liable for additional charges.
9. INTELLECTUAL PROPERTY
9.1. The Services remain the full property of us and we (and our licensors) own all proprietary and intellectual property rights in the Services (including all information, data, text, graphics, artwork, photographs, logos, icons, sound recordings, videos and look and feel), and the Underlying Systems (excluding third-party platforms).
9.2. We acknowledge that you own all proprietary and intellectual property rights in the Files. You grant us a licence to access, use, copy, transmit and store the Files for the purpose of providing you with the Services.
10. DISCLAIMERS
10.1. To the extent permitted by law, we and our licensors have no liability or responsibility to you or any other person for any Loss in connection with:
a. the Services being unavailable (in whole or in part) or performing slowly;
b. any error in, or omission from, any information made available as part of the Services;
c. any exposure to viruses or other forms of interference that may damage your computer system or expose you to fraud when you access or use the Services. To avoid doubt, you are responsible for ensuring the process by which you access and use the Services protects you from this;
d. any site linked from the Services. Any link on the Services to other sites does not imply any endorsement, approval or recommendation of, or responsibility for, those sites or their contents, operations, products or operators; and
e. any third-party platform that supports the Service (including but not limited to AWS and Apryse).
10.2. We make no representation or warranty that the Services are appropriate or available for use in all countries or that the content satisfies the laws of all countries. You are responsible for ensuring that your access to and use of the Services is not illegal or prohibited, and for your own compliance with applicable local laws.
10.3 We do not warrant that the services will be uninterrupted or error or virus-free.
11. LIABILITY
11.1. To the maximum extent permitted by law:
a. you access and use the Services at your own risk; and
b. we are not liable or responsible to you or any other person for any Loss under or in connection with these Terms, the Services, or your access and use of (or inability to access or use) the Services. This exclusion applies regardless of whether our liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.
11.2. Except to the extent permitted by law, nothing in these Terms has the effect of contracting out of the New Zealand Consumer Guarantees Act 1993 or any other consumer protection law that cannot be excluded. To the extent our liability cannot be excluded but can be limited, our liability is limited to NZD100.00.
11.3. To the maximum extent permitted by law and only to the extent clauses 11.1 and 11.2 of these Terms do not apply, you accept that we have no liability for any indirect, or consequential loss, loss of Files, profits, savings or damage arising out of your use of the Service. In any event our total liability to you under or in connection with these Terms, or in connection with the Services, or your access and use of (or inability to access or use) the Services, must not exceed NZD100.00.
11.4. You indemnify us:
a. Against all claims, costs, damage or Loss we suffer or incur as a direct or indirect result of your failure to comply with these Terms, including any failure of a person who accesses and uses the Services by using your User ID; and
b. against any liability, claim, proceeding, cost, expense (including actual legal fees charged by our solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Files or use of the Service by you infringes the rights of that third party or that the Files are objectionable, incorrect or misleading.
12. PRIVACY
12.1. You are not required to provide personal information to us, although in some cases if you choose not to do so then we will be unable to make certain parts of the Services available to you.
12.2. By using the Services, you agree to our Privacy Policy. You must stop using our services if you do not agree with our Privacy Policy.
13. LENGTH OF SUBSCRIPTION
13.1. Your Subscription is for a 12-month term and you may not cancel a Subscription for the Services during the 12-month term.
13.2. Your Subscription will automatically renew as at the end date of the Subscription for an additional 12-month period (renewal date) unless you provide us with a notice of termination in writing at least 30 days before the renewal date.
13.3. You may change your Subscription only with our consent during the 12-month term and we will advise you of any change to the fee payable by you at that time.
14. SUSPENSION AND TERMINATION
14.1. Without prejudice to any other right or remedy available to us, if we consider that you have breached these Terms or we otherwise consider it appropriate, we may immediately, and without notice, suspend or terminate your access to the Services (or any part).
14.2. On suspension or termination, you must immediately cease using the Services and must not attempt to gain further access.
15 GENERAL
15.1. If we need to contact you, we may do so by email to the email address you provided to us or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to written communications.
15.2. You must give notice to us by emailing support@stellarlibrary.com.
15.3. These Terms, and any dispute relating to these Terms or the Services, are governed by and must be interpreted in accordance with the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with these Terms or the Services.
15.4. For us to waive a right under these Terms, the waiver must be in writing.
15.5. Clauses which, by their nature, are intended to survive termination of these Terms, including clauses 5, 9, 10, 11, 12 continue in force.
15.6. If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If a modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.
15.7. These Terms set out everything agreed by the parties relating to your use of the Services and supersede and cancel anything discussed, exchanged or agreed prior to you agreeing to these Terms. The parties have not relied on any representation, warranty or agreement relating to the Services that is not expressly set out in the Terms, and no such representation, warranty or agreement has any effect from the date you agreed to these Terms.