Prolam Specifier Terms and Conditions

Welcome to the Prolam Specifier, the online tool for designing structural timber elements. The Prolam Specifier is owned and operated by Prowood Limited. These Terms of Use (“Terms”) explain our obligations as a service provider and Your obligations as a user. Please read them carefully.

These Terms are binding on any use of the Service and apply to You from the time that Prowood provides You with access to the Service.

The Service will evolve over time based on user feedback. These Terms are not intended to answer every question or address every issue raised by the use of the Service.

Prowood may change these Terms at any time and the changes will come into effect at least one month after the posting of modified Terms on the Website. Prowood will make every effort to communicate these changes to you via email or notification via the Website

It is your obligation to ensure that You have read and understood the most recent Terms available on the Website.

By creating an Account or using the Prolam Specifier, 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.

These Terms were last updated on April 2023.

DEFINITIONS

Unless the context requires otherwise, capitalised words shall have these meanings:

Account means the online profile you have with us that was registered for the Prolam Specifier.

Account Informationmeans your name, trading name, address, contact details and other information provided to us when you register, as may be updated by you from time to time;

Account Owner and where the context permits, an Account User means the person who registers to use the Prolam Specifier, and, where the context permits, includes any entity on whose behalf that person registers to use the Prolam Specifier.

Agreement means the agreement between You and us as set out in these Terms.

Claim means any actions, liabilities, losses, claims, demands, claims for costs or expenses or any other proceeding (whether arising in contract, tort, under statute or otherwise).

Confidential Information includes all information directly or indirectly made available or exchanged between the parties to this Agreement, whether in writing, electronically or orally, including through use of the Prolam Specifier.

Data means collectively the numbers, statistics, facts, figures, details or other information including but not limited to details pertaining to Your projects or Account Information, inputted by You or with Your authority (including by Account Users) into the Prolam Specifier.

Design Solutions means any outputs or recommendations of the Prolam Specifier using Data inputted into the Prolam Specifier by You or any authorised Account User, and Third Party Information.

Intellectual Property Rights or IP means any and all intellectual or industrial property rights and interests held, owned or lawfully used, anywhere in the world, whether or not registered, including, without limitation:

  1. Patents, trademarks, service marks, copyright, registered designs, trade names, symbols and logos;
  2. Patent applications and applications to register trademarks, service marks and designs; and
  3. Formulae, methods, workflows, plans, data, drawings, specifications, characteristics, equipment, designs, inventions, discoveries, improvements, knowhow, experience, software products, trade secrets, price lists, costing and other information.

Product Statement means the certificate issued by a chartered professional engineer as an output of the Prolam Specifier, using the Data inputted into the Prolam Specifier by You or any authorised Account User, and Third Party Information.

Prolam Specifiermeans the web based application, including any calculator, calculations or associated documentation hosted at specifier.prolamnz.com

Prowood, we, us or our means Prowood Limited, which is a limited liability company incorporated in New Zealand, and all current and future subsidiaries.

Malicious Content means any thing or device (including any software, code, file or program) which may:

  1. prevent, impair or otherwise adversely affect the operation of the Prolam Specifier including by compromising or interfering with any necessary any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device;
  2. prevent, impair or otherwise adversely affect access to or the operation of the Prolam Specifier including by compromising or interfering with any necessary program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or
  3. adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;

Website means the internet site at the domain prolamnz.com, or any other site operated by Prowood.

You and Your means you, the individual that uses the Prolam Specifier.

USE OF PROLAM SPECIFIER

  1. Prowood grants You the right to access and use the Prolam Specifier via the Website through your Account. This right of use is non-exclusive, non-transferable, subject to these Terms and any applicable written agreement between the Account Owner and Prowood, and any other applicable laws.
  2. The Prolam Specifier will enable the issue of a Product Statement on completion of Your project(s). The Product Statement is issued by the named chartered professional engineer, not by Prowood, and is subject to the conditions set out on the Product Statement.

YOUR OBLIGATIONS

  1. General obligations: You:
    1. must only use the Prolam Specifier and Website for Your own lawful internal personal or business purposes in accordance with these Terms and any notice sent by Prowood or condition posted on the Website.
    2. will ensure that all information that you provide to us is true and correct and kept up to date for so long as you continue to use the Prolam Specifier; and
    3. will abide by the safety information, maintenance instructions or other relevant notices contained in the information that is included with the Prolam Specifier and/or Website.
  2. Account owner: Account Owner obligations:
    1. The Account Owner must create the Prolam Specifier Account.
    2. The Account Owner is responsible for determining who can be an Account User on the Account, and inviting such users to register as an Account User. Each Account User must register a separate log-in to access the Account.
    3. The Account Owner must manage its Account Users in accordance with this Agreement. All Account Users will be able to access and edit all information on the Account.
    4. The Account Owner is responsible for all Account Users’ use of the Service, and Prowood has no responsibility or liability for the actions of any Account User.
    5. Only the Account Owner may delete the Account.
    6. Prowood will not be a party to any dispute between an Account Owner and any Account User for any reason.
  3. When accessing and using the Prolam Specifier, You must not:
    1. use the Prolam Specifier in any way that violates any applicable law or causes Prowood to violate any applicable laws;
    2. attempt to undermine the security or integrity of Prowood’s computing systems or networks or, where the Prolam Specifier is hosted by a third party, that third party's computing systems and networks;
    3. rent, timeshare, sub-licence, use for a subscription or bureau service, host, assign, transfer or novate the benefit or burden of any part of this Agreement, including the Prolam Specifier and any access to the Website ;
    4. use, or misuse, the Prolam Specifier in any way which may impair the functionality of the Prolam Specifier or Website, or other systems used to deliver the Prolam Specifier or impair the ability of any other user to use the Prolam Specifier, or Website;
    5. attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to access the computer system on which the Prolam Specifier is hosted;
    6. transmit, or input into the Website, any Malicious Content or 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;
    7. attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Prolam Specifier or to operate the Website except as permitted by law.

WARRANTIES AND ACKNOWLEDGEMENTS

  1. Acknowledgement: You acknowledge that:
    1. You are authorised to create the Account (where applicable), to access and use the Prolam Specifier and the Website and to use the Data that You or an Account User authorised by You input into the Prolam Specifier. You are also authorised to access and use the Design Solutions that is made available to You through Your (or Your authorised Account User’s) use of the Website and the Prolam Specifier, and the Product Statement(s). subject to the terms of this Agreement;
    2. Prowood 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. You may not use the Prolam Specifier or access the Website on behalf of another person, except if you are an authorised Account User, accessing the Account as permitted by the Account Owner. If you use the Prolam Specifier or access the Website for business purposes, Prowood has no responsibility or liability to any of Your clients or other end users. If You are an authorised Account User, You warrant that you have the appropriate permissions from the Account Owner, and acknowledge that You must comply with these Terms, and that you are responsible for all Data You input into the Website;
    3. except for those warranties or representations that cannot be excluded by law (including under the Consumer Guarantees Act 1993 and Fair Trading Act 1986), the Prolam Specifier is provided on an “as is” basis and all representations, conditions or warranties in respect of the Prolam Specifier (whether express or implied, statutory or otherwise, and including warranties of merchantability and fitness for a particular purpose) are expressly excluded. Where you are using the Prolam Specifier for business purposes, you acknowledge that the provisions of the Consumer Guarantees Act 1993 and sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply to the provision of the Prolam Specifier or the Website, including any Design Solutions or Product Statement(s);
    4. You are responsible for ensuring the Data You input into the Prolam Specifier is accurate and complete. Prowood has no responsibility for any Design Specifications given by the Prolam Specifier in respect of incorrect or incomplete Data.
    5. Prowood has no responsibility to you for the Product Statement(s). The Product Statement(s) are subject to the terms and exclusions set out on the relevant Product statement;
    6. You are responsible for authorising any person who is given access to Data, and You agree that Prowood has no obligation to provide any person access to such Data without Your authorisation and may refer any requests for information to You to address; and
    7. Prowood does not warrant that the use of the Prolam Specifier will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Prolam Specifier, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Prolam Specifier. Prowood is not in any way responsible for any such interference or prevention of Your access or use of the Prolam Specifier.
  2. No warranty: Prowood gives no warranty about the Prolam Specifier, the Design Solutions, or the Product Statement(s). Without limiting the foregoing, Prowood does not warrant that the Prolam Specifier, the Design Solutions, or the Product Statement(s) will meet Your requirements, that the Prolam Specifier, the Design Solutions, or the Product Statement(s) and any data used are up-to-date, or that the Prolam Specifier, the Design Solutions, or the Product Statement(s) will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded to the extent permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.

INDEMNITY

  1. Indemnity: You will indemnify Prowood, and keep Prowood indemnified, against all expenses, fines, losses (including loss of profit), damages and costs sustained or incurred by Prowood arising directly or indirectly from:
    1. Your breach of any of these Terms; and
    2. any claims by third parties relating to or in connection with Your Data or Your use of the Prolam Specifier, including but not limited to in relation to any Design Solutions or Product Statement(s).

LIMITATION OF LIABILITY

  1. Design: You acknowledge that the Prolam Specifier has been designed with reference only to the products of Prowood, no reference has been made to the products of any other person in the design of the Prolam Specifier and that You make use of the Prolam Specifier, including all Design Solutions and Product Statement(s) at Your own risk.
  2. Use of Third Party Information: By using the Prolam Specifier you understand and agree that the software may include information provided by companies other than Prowood Limited (Third Party Information). That Third Party Information may be used by the Prolam Specifier in providing you with Design Solutions. Prowood cannot independently confirm the accuracy or completeness of the Third Party Information and does not warrant that the information is accurate.
  3. Release: To the fullest extent permitted by law, you agree to release and discharge Prowood and its officers and employees from, and covenant not to bring or commence any claims you may have or, but for this release, might have had, arising out of, or in connection with:
    1. the use of the Prolam Specifier, Design Solutions, Product Statement(s), or Third Party Information by you;
    2. any error, inaccuracy, incompleteness or similar defect in the Design Solutions, Product Statement(s), or the Third Party Information; and
    3. any default, negligence or lack of care in relation to the production of the Design Solutions, Product Statement(s), or the supply of Third Party Information.
  4. Exclusion:To the extent permitted by law, Prowood expressly excludes all liability for any loss or damage which may arise as a result of use of the Prolam Specifier, any Design Solutions, Product Statement(s), or Third Party Information by You, howsoever caused (including but not limited to as a result of negligence of Prowood or any of its agents, breach of contract, warranty, strict liability in tort or otherwise).
  5. Indirect Loss: To the extent permitted by law, Prowood expressly excludes liability for indirect, special, incidental or consequential loss or damage which may arise in respect of the Prolam Specifier ,Design Solutions, Product Statement(s), or Third Party Information howsoever caused (including as a result of negligence of Prowood or any of its agents) even if advised of the possibility of such damages including but not limited to:
    1. economic loss including loss of profit, loss of bargain and loss of opportunity;
    2. loss of use of hardware, software and data; or
    3. loss or waste of management or staff time or interruption of business.
  6. Maximum aggregate liability: If, notwithstanding the liability exclusions in this clause 6, we have any liability to you for any form of loss or damage, then to the maximum extent permitted by law, our maximum aggregate liability to you for all claims any reason relating to this Agreement, these Terms, the Website, the Prolam Specifier, Design Solutions, Product Statement(s), or Third Party Information will not exceed $1000.
  7. Exclusive remedy: If You are not satisfied with the Prolam Specifier, Design Solutions, or Product Statement(s), Your sole and exclusive remedy is to terminate these Terms in accordance with clause 9.

INFORMATION AND PRIVACY

  1. Confidential Information: Each party (Receiving Party) shall keep the other party’s (Providing Party) Confidential Information confidential and secure and not disclose or permit disclosure of the Providing Party’s Confidential Information to any third party. This clause does not apply to any disclosure of Confidential Information that:
    1. is required to be disclosed by law; or
    2. the Providing Party agrees to in writing before the disclosure is made; or
    3. is or becomes publicly available through no fault of the Receiving Party; or
    4. is independently acquired or developed by the Receiving Party without breaching any of its obligations under this Agreement or at law, and without the benefit or use of any of the Providing Party’s Confidential Information disclosed by the Providing Party; or
    5. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
    6. is lawfully acquired by the Receiving Party from a third party, provided such information is not obtained as a result of a breach by that third party of any confidentiality obligations owing to the Providing Party.
  2. Privacy: Prowood will comply with the Privacy Act 2020 in relation to any personal information we collect about You in connection with the Prolam Specifier . For more information please see our Privacy Policy at prolamnz.com/privacy-policy.

INTELLECTUAL PROPERTY

  1. Existing Intellectual Property: Except as expressly set out in this Agreement, nothing in this Agreement will confer upon a party any rights, interest or title in Intellectual Property Rights in the other party’s materials (including any modification to that material) existing at the date of this Agreement or which is developed independently of the other party’s materials.
  2. Your Data: Prowood has no Intellectual Property Rights in Your Data other than:
    1. to hold and make it available for the purposes contemplated by these Terms or for the purposes which it was provided; and
    2. to use for Prowood’s own internal analytics purposes.
  3. Backup of Data: You must maintain copies of all Data inputted into the Prolam Specifier . Prowood endeavours to adhere to best practice policies and procedures to prevent Data loss, but does not make any guarantees that there will be no loss or corruption of Data. Prowood expressly excludes liability for any loss or corruption of Data, no matter how caused.
  4. Termination of Service: Following the termination of Your Account, we reserve the right to delete all Your Data in the normal course of operation. You acknowledge and confirm that Your Data cannot be recovered once it is deleted and Prowood will have no liability for any deleted Data.

TERMINATION

  1. Our termination: We may terminate this Agreement and cancel, or suspend, your Account for any reason whatsoever, without limitation.
  2. Your termination: You may terminate this Agreement at any time by ceasing use of the Prolam Specifier.
  3. 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 immediately cease to use the Prolam Specifier and the Website.
  4. Consequence of termination:You acknowledge that upon termination of this Agreement, Your Data will remain with and continue to be used by Prowood in accordance with this Agreement. Prowood will also retain Your Data, and any Design Solutions and Product Statements as required for compliance with law and good business practices.
  5. Survival: Clauses 3, 4, 5, 6, 7, 8, 9 and 10 survive the expiry or termination of these Terms.

GENERAL

  1. Entire agreement: These Terms, together with the terms of any other notices or instructions given to You under these Terms, constitute the entire agreement between the parties and supersede all prior communications, representations, agreements or understandings, either verbal or written, between the parties with respect to the subject matter of these Terms.
  2. Variation: This Agreement may be varied by us at any time. Unless otherwise stated, amendments to these terms will be effective upon notifying you of the changes via email, or by posting the changes on the Website. You must ensure that you have read, understood and agree to the terms in this Agreement. You agree that your continued use of the Prolam Specifier represents your agreement to be bound by the most recent terms.
  3. 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.
  4. Delays: Neither party will be liable for any delay in meeting, or failure to meet, its obligations under this Agreement (other than the obligation to pay money) to the extent that such delay or failure is caused by any event outside its reasonable control (including, without limitation, any delay or failure caused by any act or omission to the other party).
  5. No assignment: You may not assign, novate, pledge or otherwise transfer any rights, duties or obligations to any other person except with the previous written consent of Prowood. Prowood may assign all or any of its rights or interests in these Terms at any time without notice.
  6. Waiver: No failure or delay by any party in exercising any right, power or privilege under this Agreement will operate as a waiver, nor will any single or partial exercise preclude any other or further exercise or the exercise of any right, power or privilege under this Agreement. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver. No waiver of any breach by Prowood will be deemed a waiver of any continuing or recurring breach unless expressly agreed to be so in writing by Prowood.
  7. Severability: If any provision of this Agreement is, or becomes, unenforceable, illegal or invalid for any reason the relevant provisions shall be deemed to be modified to the extent necessary to remedy such unenforceability, illegality or invalidity or if this is not possible then such provisions shall be severed from this Agreement, without affecting the enforceability, legality or validity of any other provision of this Agreement.
  8. Governing law and jurisdiction:These Terms shall be governed and construed in accordance with the laws of New Zealand, and unless specifically stated otherwise, You and Prowood Limited submit to the non-exclusive jurisdiction of the Courts of New Zealand.
  9. Notices: All notices given by a party under this Agreement must be in writing and delivered by e-mail. A notice sent by email is effective on transmission, provided that any communication received or deemed received after 5 pm or on a day which is not a business day is deemed not to have been received until the next business day. Notices to Prowood must be sent to info@prowoodnz.com or to any other email address notified by email to You by Prowood. Notices to You will be sent to the most recent email address associated with the Account.