Terms

Welcome to Ultimate Aims Terms

Acceptance of Terms of Use 

These terms are binding on any use of the Service and apply to You from the time that Ultimate Aims provides You with a licence to the Service. Please read them carefully.  Your use of the Ultimate Aims website and Services constitutes your agreement to all such terms conditions and notices.

By using  the Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.

Definitions
"Agreement" means these Terms of Use.
"Licencing Fee" means the monthly fee (excluding any taxes and duties) payable by You (which Ultimate Aims may change from time to time on notice to You).
"Confidential Information" includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
"Data" means any data inputted by You or with Your authority into the Website.
"Intellectual Property Right" means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
"Service" means the online performance appraisal services made available (as may be changed or updated from time to time by Ultimate Aims) via the Website.
"Ultimate Aims" is a an entitly of webEDGE Limited
"You" means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service, and any person or organisation that uses the Service with the authorisation of that person or entity. "Your" has a corresponding meaning.
Use Of Software Ultimate Aims grants You the right to licence and use the Service via the Website with the particular licences available to You in your licence agreement. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement.

Your Obligations

Payment obligations:
All Ultimate Aims invoices will be emailed to You. You must pay or arrange payment of all amounts specified in any invoice by the due date for payment and are payable within 20 days of the monthly invoice date. You are responsible for payment of all taxes and duties in addition to the Licence Fee.
Licence conditions:
Password
You must ensure that all usernames and passwords required to licence the Service are kept secure and confidential. You must immediately notify ultimate Aims of any unauthorised use of Your password or any other breach of security and Ultimate Aims will reset Your password.
You must take all other actions that Ultimate Aims reasonably deems necessary to maintain or enhance the security of Ultimate Aim’s computing systems and networks and Your licence to the Services.
As a condition of these Terms, when licencing and using the Services, You must:
(a) not attempt to undermine the security or integrity of Ultimate Aims's computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;
(b) not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
(c) not attempt to gain unauthorised licence to any materials other than those to which You have been given express permission to licence or to the computer system on which the Services are hosted;
(d) not transmit, or input into the Website, any: files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.

Communication Conditions:
As a condition of these Terms, if You use any communication tools available through the Website, You agree only to use such communication tool i.e. any forum ls for lawful and legitimate purposes.
Indemnity:
You indemnify Ultimate Aims against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to Ultimate Aims, including (but not limited to) any costs relating to the recovery of any Licence Fees that are due but have not been paid by You.
Confidentiality And Privacy
Confidentiality:
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
Each party's obligations under this clause will survive termination of these Terms.
The provisions of the above clauses shall not apply to any information which:
is or becomes public knowledge other than by a breach of this clause;
is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
is independently developed without licence to the Confidential Information.
Privacy:
Ultimate Aims maintains a privacy policy that sets out the parties’ obligations in respect of personal information . You will be taken to have accepted that policy when You accept these Terms.
Intellectual Property
General:
Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of Ultimate Aims (or its licensors).
Ownership of Data:
Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your licence to the Data is contingent on full payment of the Ultimate Aims Licence Fee when due. You grant Ultimate Aims a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to licence and use the Services and for any other purpose related to provision of services to You.
Backup of Data:
You must maintain copies of all Data inputted into the Service. Ultimate Aims adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. Ultimate Aims expressly excludes liability for any loss of Data no matter how caused.
Third-party applications and your Data.
If You enable third-party applications for use in conjunction with the Services, You acknowledge that Ultimate Aims may allow the providers of those third-party applications to licence Your Data as required for the interoperation of such third-party applications with the Services. Ultimate Aims shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such licence by third-party application providers.
Warranties And Acknowledgements
Authority:
You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
Acknowledgement:
You acknowledge that:
You are authorised to use the Services and the Website and to licence the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorised to use the Service. You are also authorised to licence the processed information and Data that is made available to You through Your use of the the Website and the Services (whether that information and Data is Your own or that of anyone else).

Ultimate Aims has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or licence the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
You are responsible for ensuring that You have the right to do so;

You are responsible for authorising any person who is given licence to information or Data, and you agree that Ultimate Aims has no obligation to provide any person licence to such information or Data without Your authorisation and may refer any requests for information to You to address; and
You will indemnify Ultimate Aims against any claims or loss relating to:
Ultimate Aims's refusal to provide any person licence to Your information or Data in accordance with these Terms,
Ultimate Aims’s making available information or Data to any person with Your authorisation.
The provision of, licence to, and use of, the Services is on an "as is " basis and at Your own risk.
Ultimate Aims does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for licencing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent licence to the Services. Ultimate Aims is not in any way responsible for any such interference or prevention of Your licence or use of the Services.

Ultimate Aims is not Your human resources specialist and use of the Services does not constitute the receipt of human resources advice.
It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.
You remain solely responsible for complying with all applicable human resources, tax and other laws. It is Your responsibility to check that storage of and licence to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).

No warranties:
Ultimate Aims gives no warranty about the Services. Without limiting the foregoing, Ultimate Aims does not warrant that the Services will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
Consumer guarantees:
You warrant and represent that You are acquiring the right to licence and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.
Limitation Of Liability
To the maximum extent permitted by law, Ultimate Aims excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
If You suffer loss or damage as a result of Ultimate Aims's negligence or failure to comply with these Terms, any claim by You against Ultimate Aims arising from Ultimate Aims's negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Licence Fees paid by You in the previous month.
If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms.
Termination
These Terms will continue for the period covered by the licence Fee paid At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Licence Fee when due, unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period.
Breach:
If You:
breach any of these Terms (including, without limitation, by non-payment of any Licence Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any payment of Licence Fees that are more than 30 days overdue); or
You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,
Ultimate Aims may take any or all of the following actions, at its sole discretion:
Terminate this Agreement and Your use of the Services and the Website;
Suspend for any definite or indefinite period of time, Your use of the Services and the Website;
Take either of the actions 
Suspend or terminate licence to all or any Data.
For the avoidance of doubt, if payment of any invoice for Licence Fees due in relation to any of Your Billing Contacts, Billing Plans or any of Your Organisations  is not made in full by the relevant due date, Ultimate Aims may: suspend or terminate Your use of the Service, the authority for all or any of Your Organisations to use the Service, or Your rights of licence to all or any Data.
Accrued Rights:
Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will remain liable for any accrued charges and amounts which become due for payment before or after termination; and
immediately cease to use the Services and the Website.

Service availability:
Whilst Ultimate Aims intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services/ Website may be unavailable to permit maintenance or other development activity to take place. If for any reason Ultimate Aims have to interrupt the Services for longer periods than Ultimate Aims would normally expect, Ultimate Aims will use reasonable endeavours to publish in advance details of such activity on the Website.
General
Entire agreement:
These Terms, together with the Ultimate Aims Privacy Policy and the terms of any other notices or instructions given to You under these Terms of Use, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Ultimate Aims relating to the Services and the other matters dealt with in these Terms.
Waiver:
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Delays:
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
No Assignment:
You may not assign or transfer any rights to any other person without Ultimate Aims's prior written consent.
Applicable law and jurisdiction:
These terms will be governed and construed in accordance with the laws of New Zealand and both parties consent to the jurisdiction and venue in New Zealand.
Severability:
If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision the remainder of this Agreement will be binding on the parties.
Notices:
Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Ultimate Aims must be sent to  info@ultimateaims.com  . Notices to You will be sent to the email address which You provided when setting up Your licence to the Service.

Rights of Third Parties:
A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.
Right to modify Terms
Ultimate Aims reserves the right to change these terms at any time, effective upon the posting of modified terms and Ultimate Aims will make every effort to communicate these changes to You via email or notification via the website.  
Thank you for reading our terms.
Last updated 14 February 2011.