These General Terms and Conditions apply to your access of the Website and use of the Infolog System and Services.

By accessing the Website and using the Infolog System and Services you agree to be bound by these Terms and Conditions without qualification. If you do not agree to be bound by these General Terms and Conditions, you must stop accessing the Website and using the Infolog System and Services.

INFOLOG reserves the right to change these General Terms and Conditions at any time, effective upon communicating these changes to you through the Website or by email to the contact you have designated for that purpose.

1. Definitions

“Access Recipient” means a user set up in the Infolog system to access information services, either via the portal or via API.

"Agreement" means these General Terms and Conditions and the Licence, including the Specific Terms for Individual Services and any addendums and/or attachments, as amended from time to time.

“API” means an Application Programming Interface.

“Commencement Date” means the commencement date set out in the schedule to the Licence;

"Confidential Information" means any information exchanged between INFOLOG and you in relation to the terms of the Agreement; any documentation or information provided for the purposes of providing the Services; information disclosed on the basis it is confidential or information which might reasonably be expected to be confidential in nature, whether in writing, electronically or orally, but does not include information which:

• a. is, or becomes, publicly available other than through a breach of these General Terms and Conditions;
• b. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
• c. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
• d. is independently developed by you;

"Fees" has the meaning set out in clause 14 of these General Terms and Conditions;

"Force Majeure Event" means:

• a. acts of God, fire, flood, war, acts of terrorism, riot, civil commotion, governmental actions, labour disputes and any similar events beyond the reasonable control of the non-performing party;
• b. any situation where Infolog is legally unable to perform its obligations, including due to an injunction or other similar court order; and
• c. any situation where Infolog is unable to perform its obligations due to a Third-Party Provider denying the Infolog System access to that Third-party Database;

"General Terms and Conditions" means these terms and conditions as may be changed by INFOLOG from time to time by notifying you of the existence of the amended terms and conditions through the Website or by email to the contact you have provided;

"GST" means goods and services tax payable under the Goods and Services Tax Act 1985;

"INFOLOG" means Information Logistics Company Limited;

"Infolog System" means the web-based software application provided by INFOLOG to you via the Website (and includes the Website) through which information from various sources may be located, retrieved and collated;

"Intellectual Property Right" means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how, invention, circuit layout, database, business process or method, trade secret and all or any other intellectual or industrial property right anywhere in the world, whether or not registered and includes any right to apply for registration with respect to the foregoing;

"Licence" means terms (additional to those set out in these General Terms and Conditions) agreed between you and INFOLOG (whether in writing, electronic, oral or otherwise) relating to your access of the Website and use of the Infolog System and Services and/or the issue of usernames and/or passwords for the purpose of accessing the Website and using the Infolog System and Services;

"OIA" means the Official Information Act 1982;

“Permitted Use” means the stated use set out in the Schedule to the Licence;

“Pricing Schedule” means the pricing schedule attached to the Customer/Infolog agreement and any subsequent changes. Note the current pricing schedule will show on the pricing tab on the Portal (infolog.nz) where enabled.

“Project Services” means bulk data services requested by the client and provided on a project basis via use of the Infolog System;

"Report" means a report generated by the Infolog System for you in accordance with the criteria specified by you and includes the information collated in the report;

“Services” means Infolog’s services made available to you as the client.

“Special Conditions” means conditions agreed in respect of a particular Agreement and client and set out in the Schedule to the Licence:

“Standard Subscription” means fees associated with access to management, reporting and audit functions and all services as detailed in the Pricing Schedule but excludes any and all services that may require an additional agreement with an external supplier

“Additional Subscription Services” are those which you may obtain via Infolog but which require an additional agreement with a third-party service provider.

"Suspension" is defined in clause 12(b);

Termination" is defined in clause 12(b);

"Third Party Database" means a third party database searched by the Infolog System for information pursuant to your instructions to the Infolog System;

"Third Party Provider" means the operator of a Third Party Database;

"Third Party Terms and Conditions" means the terms and conditions governing the use of a Third Party Database;

“Transaction fee” means a fee set out in the relevant Pricing Schedule that is a fee incurred when you elect to run a specific query and/or report and is a fee that is incurred on a per use basis.

“User” means an identifiable individual permitted by the Customer to access the Infolog system.

"Website" means the internet site at the domains www.infolog.net.nz, www.infolog.co.nz and https://infolog.nz operated by INFOLOG; and

"you" means you and, if you are accessing the Website and/or using the Infolog System in your capacity as an employee, contractor or agent, your employer or principal.

2. Acknowledgements

a. Each party represents and warrants that it has full authority and power to enter into and perform its obligations under the Agreement.

b. You agree:

• i. that you are responsible for ensuring that you are authorised to access and use the Infolog System, the Reports and any other information you access through the Infolog System and for assessing the ongoing suitability and adequacy, compatibility and appropriateness of the services for your purposes;
• ii. that access to and use of the Infolog System is on an "as is, where is" basis and is at your own risk;
• iii. that INFOLOG is not responsible for any adverse consequences arising out your access to or use of the Infolog System and Services;
• iv. that any Report generated through the use of the Infolog System has not been prepared taking into account your particular objectives, situation or needs and that it is your sole responsibility to determine whether the Infolog System and any Reports meet your needs;
• v. that the information in any Report has been collated from various sources, may not be complete and may contain inaccuracies;
• vi. that the operation and availability of the systems used for accessing and using the Infolog System, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to and use of the Infolog System and that INFOLOG is not in any way responsible or liable for any such interference or prevention of your access to or use of the Infolog System;
• vii. that contents of the Website may include links to third party materials. INFOLOG will not be responsible for the contents of any linked sites or liable for any direct or indirect loss or damage suffered by you from accessing, using or relying on information obtained from any linked sites or third party. The inclusion of any linked site does not imply any endorsement of it by INFOLOG or any association with its operators. INFOLOG reserves the right to prohibit links to the Website and you agree to remove or cease any link upon INFOLOG’s request;
• viii. that you will comply with any Third Party Terms and Conditions in relation to your use of a Third Party Database through the Infolog System and the use of the information obtained through the Third Party Database as set out in the Licence and you agree that to the extent that the Third Party Terms and Conditions contain restrictions relating to the use of the information in the Third Party Database which conflict with these General Terms and Conditions the Third Party Terms and Conditions shall take precedence over these General Terms and Conditions;
• ix. to only access and use the Infolog System if you have been, and continue to be, authorised to do so by INFOLOG;
• x. to use the Infolog System and Reports only in accordance with the laws of New Zealand, any other laws applicable to you and in accordance with these General Terms and Conditions and the Licence;
• xi. not to incorporate the Reports or any part of a Report in a database, except with the prior consent of INFOLOG;
• xii. to only use the Report for your own internal business purposes;
• xiii. not to reproduce or copy in any form whatsoever, or distribute to a third party, without the prior written consent of INFOLOG, any Reports or other information obtained through the Infolog System (except that nothing shall prevent you from retaining a copy of any Report for your own internal purposes);
• xiv. to ensure that all persons whom you authorise to access and use the Infolog System are trained to use the Infolog System in a lawful and appropriate manner and in accordance with all documentation and instructions provided by INFOLOG including in particular its reasonable security, confidentiality and operational requirements as notified; and
• xv. to comply with the Privacy Act 1993 in respect of your customers or third parties’ personal information and as further set out in clause 7 and that you are solely responsible for any unauthorised disclosure of any personal information it has obtained through the Infolog System or Services.

c. To the extent that your employees, contractors or agents acquire access to the Website and the Infolog System (or any other third party acquires access to the Website and the Infolog System through the use of usernames and passwords issued to or by you) (Access Recipients), you will:

• i. procure that the Access Recipients comply with your obligations pursuant to these General Terms and Conditions to the extent such obligations relate to the access of the Website or the use of the Infolog System (other than the obligation to pay the Fees) or that are otherwise stated in these General Terms and Conditions to apply to such Access Recipients ("Access Recipient Obligations"); and
• ii. be liable to INFOLOG for the acts and omissions of such Access Recipients to the extent they breach the Access Recipient Obligations, as if they were your acts or omissions.

3. Term

a. This Agreement commences on the Commencement Date and will continue unless terminated in accordance with clause 12.

4. Licence and Services

• a. Infolog grants you a non-exclusive, non-transferable Licence to use the Infolog System and Services on the terms set out in the Agreement and you agree to comply with the Agreement accordingly.
• b. You also agree to comply with any and all Infolog policies as advised to you by Infolog.

5. Access and Security

• a. You will ensure that all usernames and passwords issued to you by INFOLOG, or set up by you, for the purpose of accessing and using the Infolog System are kept secure and confidential. To the extent that INFOLOG has authorised you to set up and grant usernames and passwords to the Infolog System you must:
  • i. only grant usernames and passwords to Access Recipients under your control, being an API or individuals who are your employees, contractors or agents;
  • ii. monitor and audit your use of the Infolog System (including use by your employees, contractors and agents); and
  • iii. immediately disable an Access Recipients username and password if:
    • • any misuse of the Infolog System through the use of the username and password is suspected or identified; or
    • • the individual to whom you issued the username and password is no longer authorised to access the Infolog System by you or no longer requires access for their role or function; or
    • • ceases to be your employee, contactor or agent.
    • • You will immediately notify INFOLOG of any unauthorised use of any username and/or password or any other breach of security. You must keep all usernames and/or passwords confidential and ensure that usernames and/or passwords are only disclosed to the authorised recipient of such usernames and/or passwords.
• b. You are responsible for the use of your usernames and/or passwords and all activities associated with the use of your usernames and/or passwords, including use by your API’s, employees, contractors and agents.
• c. You confirm that the registration data you provided to INFOLOG through the Website was at the time you provided it current, complete and accurate, and you agree to maintain and update the registration data promptly as required to keep it so.
• d. You release INFOLOG from and renounce any claim in respect of or arising from any reasonable reliance by INFOLOG upon any use of your usernames and passwords, including INFOLOG disclosing information relating to your registration and/or affairs with INFOLOG. You agree to indemnify and hold INFOLOG, its officers and employees harmless from any claims, actions, costs (including legal costs), or losses by INFOLOG or any third party due to or arising out of reasonable reliance by INFOLOG or any third party upon any acts carried out, requests made or information provided through the use of your usernames and passwords.
• e. You must not:
  • i. attempt to undermine the security or integrity of the Infolog System or INFOLOG’s computing systems or networks or, where the Infolog System is hosted by a third party, that third party’s computing systems and networks;
  • ii. use, or misuse, the Infolog System in any way which may impair the functionality of the Infolog System, or impair the ability of any other user to use the Infolog System;
  • iii. attempt to gain unauthorised access to any materials other than those to which you have been given express permission to access or to the computer system on which the Infolog System is hosted;
  • iv. transmit, or input into the Infolog System, any files that may damage any other person’s computing devices or the Infolog System, material that may be offensive, or material or data in violation of any law (including information or other material protected by Intellectual Property Rights which you do not have the right to use); or
  • v. transfer your username or password to another person and must ensure that no individual is issued with more than one username or password without INFOLOG’s consent.

6. Confidentiality

• a. You acknowledge that the existence of the Infolog System and the availability of the services provided by INFOLOG constitute INFOLOG’s Confidential Information.
• b. You will not disclose or otherwise make available to any person any of INFOLOG’s Confidential Information, or use the same for your benefit, other than as expressly authorised under the Agreement, as required by law or with the prior written consent of INFOLOG.
• c. If it is necessary for you to disclose Confidential Information pursuant to the OIA, you agree to consult with INFOLOG before deciding whether to disclose Confidential Information for this purpose and act in good faith in disclosing any Confidential Information for this purpose.
• d. Your obligations under this clause 4 will survive the termination or expiry of the Agreement.
• e. For the avoidance of doubt, the contents of the Agreement are confidential.

7. Personal Information and Consent

• a. INFOLOG and you will each comply with its obligations under the Privacy Act 1993 or any subsequent New Zealand Privacy Act. Information INFOLOG collects from you through the Infolog System may include personal information, including personal information INFOLOG asks you to provide in order to register on the Infolog System and to use the Infolog System. If you do not provide the personal information that INFOLOG requests you may not be able to access or use the Infolog System. You can request access to and the correction of your personal information by contacting INFOLOG at: infolog@infolog.co.nz.
• b. If necessary, to provide the Services, you authorise INFOLOG to collect personal information from your customers in accordance with INFOLOG policies.
• c. You will ensure that any customers are advised that you are using an external service in respect of their personal information including as required and advised by INFOLOG and in accordance with any Third Party Provider requirements.
• d. You will ensure that you obtain any necessary consents in the required format to use the Services from your customers and retain copies of such consent which you will provide to INFOLOG within seven days of any request. INFOLOG may, in its sole discretion, require you to use specific consent wording to access particular databases.
• e. You further confirm that you and all other individuals in respect of whom personal information is provided by you to INFOLOG and all users of the Infolog System (including your employees, contractors and agents) consent to: (i) INFOLOG being provided with the personal information, and (if applicable) collecting personal information from them; (ii) INFOLOG using such personal information for the purpose of administration and operation of the Infolog System and reporting back to you (or your employer or principal) in connection with access of the Website and use of the Infolog System or as otherwise authorised by the relevant individual; and (iii) INFOLOG sharing such personal information with its employees, agents and contractors and you to the extent necessary to enable INFOLOG to provide the Infolog System and Services to you and improve INFOLOG’s operations.
• f. For the purposes of this clause "individual" and "personal information" have the meaning as defined in the Privacy Act 1993.

8. Indemnity

a. You will take all necessary action to defend and indemnify INFOLOG, its employees, agents, officers and representatives against all claims, costs, damages, expenses (including reasonable barristers' and/or solicitors' fees and expenses and all disbursements), losses, liabilities or proceedings brought by a third party arising directly or indirectly:

• i. in connection with your access to or use of the Infolog System;
• ii. from your breach of any of these General Terms and Conditions or any obligation you may have to INFOLOG (including any costs relating to the recovery of any Fees that have not been paid to INFOLOG by you in accordance with clause 14(a); or
• iii. out of reasonable reliance by INFOLOG or any third party upon any acts carried out, requests made or information provided through the use of your Infolog System usernames and passwords.

9. Warranty

• a. INFOLOG warrants that it either owns the Infolog System or has sufficient rights in or to the Infolog System to enter into these General Terms and Conditions and grants you the Licence set out in clause 4 to use the Infolog Systems on the terms set out in the Agreement.
• b. Subject only to clause 6(a), to the fullest extent permitted by law, INFOLOG excludes all warranties, conditions and representations in relation to the Infolog System (including any content on the Infolog System, any Reports or other information retrieved by you through your use of the Infolog System) whether express, implied, statutory or otherwise and INFOLOG and any agent or subcontractor that it appoints will not be responsible for any errors or misstatements on the Infolog System, in any Reports or in any other information retrieved by you through your use of the Infolog System.
• c. Without limiting clause 6(b), INFOLOG does not warrant or represent that:
  • i. the Infolog System or the Reports will meet your requirements or that they will be suitable for your purposes; or
  • ii. access to or use of the Infolog System will be uninterrupted or error free or that all errors will be corrected.

10. Limitation of Liability

• a. To the maximum extent permitted by law, INFOLOG excludes all liability and responsibility, in contract, statute, tort (including negligence) or otherwise, for any loss or damage however caused (including direct, indirect, consequential or special loss or damage, or loss of profits, loss of data, loss of savings and loss of opportunity) in connection with the Infolog System and/or its Services and/or the Reports.
• b. Neither party is liable for any delay or failure in the performance of any of its obligations pursuant to these General Terms and Conditions to the extent that the same results from a Force Majeure Event and the party affected by the Force Majeure Event:
  • i. as soon as reasonably practicable following becoming aware gives notice of the occurrence of the Force Majeure Event to the other party by telephone (and confirms the same in writing); and
  • ii. uses its reasonable efforts to commence performing such obligations as soon as possible or otherwise mitigates the effects of the Force Majeure Event by finding a work around to perform the obligation despite the Force Majeure Event.
• c. To the extent that INFOLOG is not able to exclude its liability to you, INFOLOG’s liability to you will be limited in respect of any one incident, or series of connected incidents to the Fee (excluding any taxes and duties) payable by you for the three months immediately preceding the event first giving rise to the liability.
• d. It is expressly acknowledged and agreed that the Services are supplied to you for business purposes and the provisions of the Consumer Guarantees Act 1993 do not apply.

11. Intellectual Property

• a. Title to, and all Intellectual Property Rights in, the Infolog System and Services and any documentation relating to the Infolog System and Services (including documentation such as training materials but excluding Reports) remain the property of INFOLOG or its licensors.
• b. INFOLOG neither claims for itself, nor confers on you, any Intellectual Property Rights, proprietary or ownership rights whatsoever in any Reports retrieved by you through your use of the Infolog System.
• c. You agree that you will not modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer the Infolog System except as expressly agreed by INFOLOG.

12. Termination

• a. Either party may terminate the Agreement or discontinue the provision of all or any of the Services provided in the Agreement upon three months’ written notice to the other or as expressly stated in the Licence.
• b. If you breach the Agreement, INFOLOG may, at its sole discretion, terminate the Agreement and/or your right to access and use the Infolog System and any or all of its Services (Termination), or suspend your right to access and use the Infolog System and Services for any definite or indefinite period (Suspension).
• c. Termination or Suspension is without prejudice to the rights and obligations you or INFOLOG have accrued up to and including the date of Termination.
• d. On Termination or Suspension, you must immediately cease to access and use the Infolog System and Services in any manner and for any reason and destroy all software or documentation (if any) in your possession relating to the Infolog System.
• e. The Termination of the Agreement does not affect any of the rights or responsibilities of the parties which are intended to continue or come into force following Termination. Without limitation, clauses 4, 5, 7 and 9 survive the expiry or Termination of the Agreement.

13. Services and Terms of Use

• a. You must ensure that the INFOLOG System and Services are adequate to satisfy your requirements and it is your sole responsibility to determine appropriateness, compatibility and compliance with any legislative obligation. In this regard you acknowledge that you have not relied on any representation made by INFOLOG about the nature of its Services.
• b. You must not modify, alter or copy or permit any other person to modify, alter or copy any document, information or software by any means whatsoever express as expressly permitted by INFOLOG or the terms of the Agreement.
• c. You agree not to use the INFOLOG System or Services except for the Permitted Use. Your right to use is automatically terminated in the event the Agreement is terminated in accordance with these General Terms and Conditions.
• d. You must not replicate or enable replication including by reverse engineering the assembly or decompiling of any part of the INFOLOG System or Services.
• e. You must not provide or otherwise make available the INFOLOG System or Services of any part thereof in any form to any person without the prior written consent of INFOLOG.
• f. INFOLOG intends that the Infolog System should be available 24 hours a day, seven days a week however, on occasion INFOLOG may make the Infolog System unavailable for reasons including permitting maintenance or other development activity to take place. If for any reason INFOLOG intends to interrupt the Infolog System for longer periods than INFOLOG would normally expect, INFOLOG will use reasonable endeavours to publish in advance details of such activities on the Website.
• g. INFOLOG may agree to provide various consultancy services to you in relation to the Infolog System. Such services will be provided on terms and at the per diem rate agreed by INFOLOG and you and recorded in the schedule to the Licence as Special Conditions.
• h. INFOLOG may in its sole discretion update, alter, amend or change its software and/or the INFOLOG System at any time.

14. Fees

• a. You agree to pay all fees, namely:
  • i. Any and all agreed monthly access fees and any applicable transaction fees as set out in the current pricing schedule.
  • ii. Infolog may also amend its fees in the event that its own costs are increased outside its control. Infolog will where possible provide a minimum of one-month notice prior to any price change.
  • iii. Infolog may also amend its fees without notice and with immediate effect in the event that its own costs are immediately increased outside its control. In this situation Infolog will contact the client and discuss the circumstances surrounding this price change.
  • iv. All other prices are subject to two yearly review.
• b. INFOLOG will invoice you monthly in arrears for the Fees incurred by you and you agree to pay such Fees on or before the 20th day of the month following that in which they were incurred.
• c. You may not withhold payment or make any deductions from any amount owing to INFOLOG without INFOLOG’s prior written consent.
• d. INFOLOG may charge interest on any amount owing to it after the due date for payment. If INFOLOG determines to charge interest:
  • i. it will accrue at 4.0% above the prevailing bank overdraft rate applying to INFOLOG as advised by INFOLOG (and subject to variation from time to time);
  • ii. it will be calculated on a daily basis on the unpaid portion of the relevant amount owing; and
  • iii. it will be payable in the manner specified by INFOLOG.
• e. INFOLOG may also charge you for all costs and expenses incurred by INFOLOG in obtaining (or attempting to obtain) a remedy for any failure to pay on the due date.
• f. On Termination or Suspension, you will remain liable for any accrued Fees and other costs which become due for payment before or after the Termination or Suspension.
• g. Unless specifically stated otherwise, all Fees and other costs exclude any amount payable in respect of GST, which will be paid by you in addition to the Fees and other costs.

15. General

• a. The Agreement records the entire agreement between the parties and supercedes all previous arrangements whether written, oral or both relating to access and use of, the INFOLOG System and Services.
• b. If you or INFOLOG waive any breach of the Agreement, it will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
• c. INFOLOG will not be liable for any delay or failure in performance of its obligations under the Agreement, if the delay or failure is due to any cause outside its reasonable control.
• d. You may not assign or transfer any rights, liabilities or interests to any other person without INFOLOG’s prior written consent.
• e. The Agreement shall be governed by and interpreted in accordance with the laws of New Zealand and you and INFOLOG submit to the non-exclusive jurisdiction of the Courts of New Zealand.
• f. If any part or provision of the Agreement are invalid, unenforceable or in conflict with the law, INFOLOG will endeavour to replace that part or provision with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of the General Terms and Conditions will be binding on INFOLOG and you.
• g. Any notice given under the Agreement by INFOLOG or you to the other must be in writing by email and will be deemed to have been given on transmission. Notices to INFOLOG must be sent to infolog@infolog.co.nz or to any other email address notified by email to you by INFOLOG. Notices to you will be sent to the email address which you provided when setting up your access to the Infolog System.
• h. Subject to (k) below a person who is not a party to the Agreement has no right to benefit under the Agreement.
• i. Nothing in the Agreement shall be or shall be deemed to constitute an agency, partnership, joint venture, employment or other relationship between you and INFOLOG.
• j. INFOLOG may amend the Agreement from time to time. It is your obligation to ensure that all persons authorised to access and use the Infolog System have read, understood and comply with the most recent General Terms and Conditions.
• k. If there is a conflict between the terms of the Licence and these General Terms and Conditions, the Licence will take precedence over these General Terms and Conditions
• l. INFOLOG may appoint subcontractors to perform any of its obligations under the Agreement or act as its agent to perform any of its obligations under the Agreement in which case the rights, indemnities and limitations of liability apply in full.

Last updated: 22 May 2019