PLEASE READ THE INFORMATION BELOW CAREFULLY BEFORE USING ANY OF OUR OFFERINGS FROM THIS WEBSITE.
 
You are licensed to use our offerings only if you accept all the terms and conditions outlined below.  You may acquire a copy of any or all of our Website Planning, Implementation and Management Documents by downloading them remotely from our server.  The copyright and any other intellectual property rights in any and all of our material will remain our property. 

If you click on the acceptance button following the license information, and/or by downloading and/or using the files containing our Website Planning, Implementation and Management Documents, you indicate acceptance of the license terms (including limited warranty and limitation of liability) outlined in the license.  If you accept the license on behalf of a multiple use licensee, you represent that you are authorised to do so.  If you are not so authorised, nor deemed in law to have such authority, you assume sole personal liability for this licence and the obligations outlined herein.
 
Before you click the ‘Accept’ button, read this licence carefully.  If you do not accept the terms and conditions outlined, then click on the ‘Reject’ button and do not download or use the Documents.  You should also destroy any unlicensed copes of the Website Planning, Implementation and Management Documents that might be in your possession.

Licence Agreement

BestPrepared.com is owned by Online Advantage Ltd, all future references in this document will refer to BestPrepared.com.
 
By accessing this part of the website you indicate that you wish to use one or more of the offerings presented by BestPrepared.com.

BestPrepared.com is prepared to grant a licence to you in accordance with the terms and conditions of this agreement.
 
Contract

A legally binding contract will be formed between BestPrepared.com and yourself once you click the ‘Accept’ button.

Interpretation and Definitions of Terms used in this Agreement. 

In this agreement, unless the context requires otherwise, the following terms have the following meanings:

'Fees' means the fees payable by you to BestPrepared.com for the Licensed offerings, as set out in the Schedule; 
'Instructions' means the user instructions for each downloaded document;
'Original Content' means the content of the downloaded document in the form downloaded from the BestPrepared.com website and which forms part of a Derived Work;
'Licensed Products' means each downloaded document and its related Instructions and their Updates;
'Derived Work' means each downloaded document that you have modified or customised for your own use and relating to your own situation
'New Content' means that part of a Derived Work that does not form part of the Original Content;
'Document' means any downloadable document and Update to that document that is set out in the Schedule.  The term ‘Product’ is used interchangeably with this.
'Nominated User' means the individual identified as the authorised User;
'Schedule' means the schedule to these terms and conditions, which sets out the Documents that you want to obtain the right to use and the applicable Fees for such use;
'Updates' mean updates to or upgrades of the Documents and/or Instructions respectively; 
'User' means an individual who may alter, modify, or otherwise use a Document and who may read the relevant Instructions; and
'you' means you personally, if you are an individual, or the Nominated User, if you are a company or other non personal entity.

1 Grant
Provided that you have paid the applicable Fees, BestPrepared.com grants you and you accept a non-transferable and non-exclusive right and licence to:
1.1   use one copy of each Licensed Product
1.2   make and retain for backup and archival purposes, one copy of each Document provided that the original and each copy are kept in your possession and control and that your installation and use of the same do not exceed that allowed by this agreement.

2 Licensee's Obligations
As a Single License Holder:
2.1   You shall supervise and control the use of the Licensed Products in accordance with the terms of this agreement.
You shall not:
2.2   alter or modify the Licensed Products or any part of them, or permit others to do so;
2.3   sell, sub-license, lease, hire out, share use of or rent the Licensed Products or transmit the Licensed Products to any third party; or
2.4   use the Licensed Products to provide to any other party any form of consulting, service-bureau, time-sharing services, or services of any other kind unless you have paid BestPrepared.com the respective fee, if any, for such use.

As a Multiple Use License Holder, and subject to prior agreement in writing with BestPrepared.com:
You shall:
2.5 supervise and control the use of the Licensed Products in accordance with the terms of this agreement, and only to the prescribed number of users (third parties) for which you have purchased licenses
2.6 only make copies of the BestPrepared.com material and use the BestPrepared.com methodology for the number of users that you have purchased licenses for
2.7 keep a record of the number of users you have applied the BestPrepared.com methodology and material to.
You may:
2.6   alter, modify, translate or add to the Licensed Documents or any part of them, but not permit other third party users to do so;
2.7   transmit the Licensed Products to the specified number of users (third parties) for which you have purchased licenses
2.8   use the Licensed Products to provide any form of consulting, business support and training or capability building to other third party users for which you have purchased licenses;
2.9   add the logos, imagery and branding of your own organisation, for the express purpose of presenting the material to the prescribed number of users for which you have purchased licenses
2.10  develop, provide and present support services such as mentoring, coaching and facilitation as deemed necessary to assist in the education and support of the third party users for which you have purchased licenses
 
3 Download
3.1   On payment of the Fees, you may download the relevant Licensed Documents from the website of BestPrepared.com at www.BestPrepared.com. You shall maintain accurate and complete records of the number and location of the copies of the Licensed Products and supply such records to BestPrepared.com if requested.
 

4 Rights in a Derived Work
4.1   This agreement restricts what you may do with Licensed Products, the Original Content and a Derived Work as a whole, but does not restrict what you may do with the New Content alone.
In respect of a Derived Work:
You may:
4.2 modify the content to include some or all of the Original Content in addition to New Content for business, personal, educational or governmental purposes; and
4.3 distribute the Derived Work to any person who may review and suggest modifications to but not modify or otherwise use the Original Content ('Reviewer'); 
You shall not:
4.4 sell, sub-license, lease, hire out, share use of or rent the Derived Works unless you have originally purchased a licence for each of the people you will distribute to; and
4.5 you shall notify a Reviewer that they must obtain a licence to use the Licensed Products from BestPrepared.com before they may use the relevant Document or modify any Original Content retained in a Derived Work based on that Document.

5 Ownership
5.1   The Licensed Documents, Original Content and all copies of them consist of proprietary information developed by BestPrepared.com which are and shall remain the exclusive property of BestPrepared.com and you shall have no right, title or interest in them, except as expressly set out in this agreement.
To assist BestPrepared.com in the protection of its proprietary rights, you shall:
5.2  do all such acts and things as BestPrepared.com may reasonably require for the purpose of preserving such rights; and
5.3   you shall not alter or remove any detail of ownership, copyright, trademark or other proprietary right connected with the Licensed Products and shall reproduce them exactly on any copies.

6 Maintenance and Additional Services
6.1   BestPrepared.com may, at its discretion, decide to make Updates available. If so, any additional terms and conditions for obtaining and using them will be notified on BestPrepared.com’s website.
6.2 This agreement does not require you to use the current version of the Licensed Documents. We will not take responsibility for your use of out of date Licensed Products.
 

7 Warranty
7.1   By purchasing from BestPrepared.com you acknowledge that you have exercised your independent judgment in acquiring the Licensed Products and have not relied on any representation made by BestPrepared.com which has not been stated expressly in this agreement or upon any descriptions or illustrations or specifications contained on any website or in any document.
7.2   BestPrepared.com does not warrant that the Licensed Products are suitable for your specific purposes, error free or free from viruses. Any statement, condition or warranty, express or implied, statutory or otherwise, as to the suitability, quality, merchantability, or fitness for any particular purpose of the Licensed Products is excluded to the fullest extent permitted by law.
7.3   In the event any statute implies terms into this agreement which cannot be lawfully excluded, such terms will apply to this agreement, save that BestPrepared.com’s liability for breach of any such implied term will be limited, at BestPrepared.com’s option, to refunding the relevant Fee for Documents purchased.

8 Liability
8.1 In no event shall BestPrepared.com or its suppliers be liable for any loss or damage whatsoever (including, without limitation, special, indirect or consequential damages, damages for loss of profits, interruption, loss of information, or any other pecuniary loss) arising out of use or inability to use the Licensed Products, even if advised of the possibility of such loss or damage. Because some jurisdictions do not allow an exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.

8.2 Any person using any of BestPrepared.com’s documents or information takes full responsibility for their own actions, decisions and interactions.  The Documents provided to you are only intended as guidelines.  BestPrepared.com recommends utilising the services of web and business professionals to assist with your individual situation, but makes no recommendation of individuals and takes no liability for the providers you may choose or the outcomes of their work.
 
8.3  BestPrepared.com is in no way liable or responsible for Licensees who may utilise BestPrepared.com’s material for use in presentation, education, support or any other role to third parties.

9 Payment
9.1   A separate licence and Fee are required for each User of the Licensed Products and Original Content. You shall promptly pay any increase in the Fees due to an increase in the number of Users. That increase shall be calculated by prior agreement with you. If BestPrepared.com discovers that you have under paid the Fees, BestPrepared.com may, in addition to its other rights and remedies, charge you for its reasonable costs and expenses incurred in conducting any audit and recovering moneys.
9.2   All Fees are expressed in US dollars and are inclusive of taxes and duties.

10 Termination
10.1   BestPrepared.com may, without prejudice to its other rights and remedies, terminate this agreement forthwith by written notice to you without incurring liability for such termination if you commit a breach of any material obligation of this agreement which can not be remedied or commit such a breach which can be remedied and fail to remedy it within thirty calendar days of receiving a written notice requiring it to be remedied.

11 Force Majeure
11.1 Neither party shall be liable to the other if its performance of its obligations under this agreement (other than on obligation to pay money) is prevented or hindered due to any circumstances outside its control.

12 Confidentiality
12.1 BestPrepared.com has imparted and may from time to time impart to you certain confidential information relating to the Licensed Documents. You shall use such confidential information solely for the purposes of this agreement and not disclose, whether directly or indirectly, to any third party, such information other than is required to carry out the purposes of this agreement.

12.2 In the event of such disclosure, you will obtain from such third parties duly binding agreements to maintain in confidence the information to be disclosed to the same extent at least as you are so bound.
 
13 Entire Agreement
13.1 The involved parties have read and understand this agreement and agree that it constitutes the complete and exclusive statement of the agreement between them with respect to the subject matter hereof and supersedes all proposals, representations, understandings and prior agreements, whether oral or written, and all other communications between them relating thereto. The parties irrevocably and unconditionally waive the right to claim damages and/or rescind this agreement as a result of misrepresentation unless such misrepresentation was made fraudulently.
 
14 Waiver
14.1 No delay or failure of either party in enforcing against the other party any term or condition of this agreement and no partial exercise by either party of any right hereunder shall be deemed to be a waiver of any right of that party under this agreement.
 
15 Variation
15.1 No variation or amendment to this agreement shall be effective unless in writing signed by authorised representatives of the parties.

16 Severability
16.1 In the event that any provision of this agreement is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable or indications of the same are received by either of the parties from any relevant competent authority, the parties shall amend that provision in such reasonable manner as achieves the intention of the parties without illegality, or such provision may be severed from this agreement and the remaining provisions of this agreement shall remain in full force and effect.
 
17 Assignment
17.1 The licence granted under this agreement is personal to you and you shall not assign, part with or sublet any interest in it or grant any right under it to any third party. BestPrepared.com may, on notice to you, assign its rights and obligations under this agreement to any person. Subject to the other provisions of this agreement, this agreement is binding upon and ensures for the benefit of the parties' personal representatives, assigns and successors in title.
 
18 Notices
18.1 Any notice to be served on either of the parties by the other shall be sent by pre-paid recorded delivery or registered post or by fax or by electronic mail and shall be deemed to have been received by the addressee within 72 hours of posting or 24 hours if sent by facsimile transmission or by electronic mail to the correct facsimile number (with correct answerback) or correct electronic mail number of the addressee.
 

19 Law and Disputes
19.1 This agreement is governed by New Zealand law and is to be interpreted in accordance with the laws of New Zealand. BestPrepared.com and you irrevocably submit to the non-exclusive jurisdiction of the courts of New Zealand.