Eurogenic Terms & Conditions

Definitions

Eurogenic: Trading name of the EMBA group partners as listed on this site.

Customer: The legal entity being party to this agreement

Service: Provision of Customer access to software, data and equipment comprising the Eurogenic Service.

Charges: Billing transactions for Customer, including any applicable penalty Charges.

Account: Address, contact details and summary of Charges for Customer.

Network: Telecommunications and computing services, including Internet, public telephone, cellphone and paging services, digital, frame relay, X.25 and any other communications service provided by any telecommunications service provider, and any computer system and associated peripheral device being part of and associated with the enablement of the Service.

OWNERSHIP: The Customer acknowledges that all components of the Service (including copyright, trade secrets and any other right, title and interest therein), whether copiable to the Customerís own computer system or not, are the sole property of Eurogenic, and that the Customer shall gain no right, title or interest in the Service by virtue of this agreement other than the non-exclusive right of use granted herein. Without limiting the foregoing the Customer specifically acknowledges Eurogenicís exclusive ownership of any modification, translation or adaptation of the Service, and any other improvement or development based thereon, which is developed, supplied, installed or paid for by or on behalf of the Customer.

SERVICE USE: Eurogenic grants the Customer an individual non-transferable and non-exclusive right to use the Service. The Customer agrees that the Service will only be used for the benefit of the Customer and its subsidiaries.

The Customer will not use the Service in violation of this agreement, of any applicable laws or regulations, nor use the Service in the performance of any unlawful act. The Customer shall indemnify Eurogenic against liability for any loss or damage, which may arise from any use of the Service not authorised by the Eurogenic, to any party.

The Customer must keep all private access details (passwords) confidential at all times, and report any loss of confidentiality immediately to Eurogenic. The Customer is liable for any Charges incurred on its Account up until reporting such loss to Eurogenic.

LIMITATION OF LIABILITY: The Customer agrees that Eurogenic shall not be liable, on any grounds or basis whatsoever (including but not limited to negligence), to the Customer for loss or damage of any kind (including but not limited to loss of profits or other consequential loss) arising directly or indirectly from: failure, malfunction, inaccurate operation and any other cause of failure of the Network in any way for any reason whatsoever causing the Service to be inoperative; any misuse, damage, defect, incorrect installation or maintenance of any equipment part of the Network; interception or distortion of any communication to or from the Customer by any means or person; any event or cause beyond the control of Eurogenic; termination of this agreement.

If for any reason Eurogenic is liable to the Customer on any grounds or basis whatsoever, the combined maximum liability shall be the value of the Service provided specifically affecting the cause of the liability. This clause shall survive termination of this agreement.

WARRANTY: Eurogenic warrants to the Customer that the Service does not violate any copyright or patent as recognised in New Zealand, and Eurogenicís sole obligation in respect of such a breach shall be to modify or replace the Service so as to eliminate the infringement or correct defective performance. The Customer shall give Eurogenic prompt written notice of any warranty claims.

The foregoing warranty shall not apply if any alleged infringement or defect derives from a combination of the Service with any program, equipment, device or Network not supported by Eurogenic or any modification or customisation of the Service on behalf of the Customer.

All other conditions, warranties, representations, liabilities, and obligations, whether implied or imposed by statute, including any conditions or warranties as to merchantability, fitness for purpose or correspondence with description are hereby excluded to the extent permitted by law. Provisions of statutes from time to time in New Zealand may impose warranties or conditions or impose obligations on Eurogenic which cannot be excluded, restricted or modified except to a limited extent, and this Agreement is to be read and construed as subject to any such statutory provisions.

TERMINATION: The Customer may terminate this agreement at any time on giving Eurogenic written notice of termination. Eurogenic may terminate this agreement without prior written notification if Charges are not paid when due, if the Customer misuses the Service in any manner, or if the Customer is otherwise in default of its obligations hereunder. Immediately upon termination the Customer shall pay to Eurogenic all outstanding Charges at the date of termination, whether or not they are due.

ASSIGNMENT & CONFIDENTIALITY: This Agreement is personal to the Customer and neither this Agreement or any of the Customerís rights or duties hereunder shall be assigned, sub-licensed, sold or otherwise transferred by the Customer, including to any successor-in-interest to the Customerís rights. The Customer may not assign this agreement to any other party without prior written consent of Eurogenic. Eurogenic may assign this agreement at any time.

No amendment of this Agreement or waiver of any rights hereunder shall be effective unless in writing and signed by the party against whom enforcement is sought. This Agreement contains the entire agreement and understanding of the parties as to the subject matter hereof and merges and supersedes all prior discussions and agreements with respect thereto.

GOVERNING LAW: This Agreement shall be governed by and interpreted in accordance with the laws of New Zealand.

PAYMENT: The Customer shall pay Eurogenic the registration fee specified on the Eurogenic Customer Registration form upon the signing of this Agreement by the Customer. Payment shall be made in full without deduction for any sales, use or other taxes or similar charges, which shall be borne exclusively by the Customer and, to the extent required by applicable law, collected by Eurogenic (or agent) from the Customer. The Customer will be invoiced for the appropriate Charges as detailed on the Service registration form. Payment is due within SEVEN (7) days of invoice, and the invoice total must be paid in full by due date shown to ensure continuity of Service. A reconnection fee may apply for suspended Accounts. Eurogenic reserves the right to change any or all of the Charges upon twenty (20) days written notice to the Customer, and will be in accordance with the current rates and Charges as published on the Eurogenic web site from time to time.

DEFAULT: In the event of any breach by the Customer of this agreement Eurogenic may immediately, without further notice, withdraw the Service to the Customer.

CHANGE OF ADDRESS: The Customer shall give Eurogenic thirty (30) days prior written notice of any change of address.

OTHER MATTERS: Eurogenic may amend the terms and conditions of this agreement at any time by giving the Customer written notice. The amendment(s) will be effective thirty (30) days after the date of posting of the notice on the Eurogenic web site.

SERVICE & SUPPORT: Technical issues with the Service may be reported to Eurogenic by Email, Fax or Telephone. Calls may be logged 7 days x 24 hours, and an Eurogenic representative will respond to your call as soon as practicable. Maintenance of the Service, including upgrading of equipment and software, will be required from time to time and the Customer will be advised of Service outages on the Eurogenic web site with due notice except in circumstances beyond the control of Eurogenic.

On-site assistance, training, and isolation of problems directly associated with a particular Customerís environment or requiring a site visit by a Eurogenic representative will be charged at the current charge out rate to the Customerís Account and will include any necessary travel and accommodation expenses incurred.