AGREEMENT
FOR THE SUPPLY OF CENTRIX INFORMATION SERVICES
A. APPLICATION OF AGREEMENT
1
Centrix Group Limited (NZB
9429032209006) and Centrix Data One Limited (NZB 9429042367727) (together
we, us, our) will supply to the Subscriber (you, your) our
information services on the terms and conditions contained in this
agreement. By using our services, you
agree to comply with this agreement.
Some of the terms and conditions only apply when you use certain
services as indicated in this agreement.
B. SUPPLY OF SERVICES
2
You must only use our services and the
information obtained from our services for the purposes of your internal
business use and only in accordance with all laws and regulations. You understand that we will not provide you
services if we reasonably believe that we are not permitted to by any law or
regulation or by any agreement we have with a third party supplier of
information.
3
You must not disclose the information supplied
as part of our services to any third party except to the extent as required by
law and you must not resell the information. You must not reproduce, copy or
re-use the information except as reasonably required for your internal business
use. All copyright and other proprietary
notices, symbols and clauses of Centrix must be affixed to any information
reproduced, copied or re-used, whether in printed form, magnetic or any other
media.
4
So that we can provide the services, you must
supply us with the information we require and follow our policies and
procedures as notified from time to time, including all security procedures
such as the use and security of passwords.
We will give you reasonable notice of any changes to our policies and
procedures.
5
Before you provide us with information or use
our services you must obtain all applicable consents and authorisations, which
must be freely given and informed, and in accordance with the Privacy Act 2020
(NZ) and any other applicable laws.
6
Before you provide us with any information you
must take reasonable steps to ensure that the information is accurate, up to
date, complete, relevant and not misleading.
7
As part of the consideration for your use of
our information services, you agree to provide us with default information on
all overdue accounts owed to you for use by us in our information services
business (subject to clause 46 where the debt is owed by an individual). It is
acknowledged that such information may be provided directly by you or a third
party collection agency nominated by you.
8
We will hold one copy of each information
report we provide to you (historical reports) to be accessed by you for your
purposes only. You acknowledge and agree
that for the purposes of s11(2) of the Privacy Act 2020 (NZ), we hold the
historical reports as your agent and on your behalf and not for our own
purposes. We may at any time destroy the
historical reports, however we will let you know before we do so.
9
You agree that where we are permitted to by
law, we may retain any information supplied by you when using our services and
we may use this information during the term of this agreement and after its
termination to update our databases and for providing services to you and any
other subscribers to our information services or as permitted by law.
10 We may
suspend your access to our services where you have not paid our fees by the due
date (provided the such fees are not subject to a genuine dispute), or where we
believe, acting reasonably, you are in breach of this agreement and the breach
is not remedied within 10 business days of you being notified in writing of
such breach, or you are in breach of any laws or regulations or where we
believe, acting reasonably, providing services to you may be a breach of any
laws or regulations. You will not be
entitled to any compensation during a period of suspension.
11 The
services will generally be available all day, 7 days a week. Support services will generally be available
during normal business hours (Monday Friday, 8am 5pm). You acknowledge that the services are made
available through communication links and networks which are supplied by
external suppliers and that the availability of our services will be dependent
on the performance of those external suppliers and any factors (environmental
or otherwise) which might impact on those communication links and networks, all
of which are outside our control. You
acknowledge that some of the information provided in our services is supplied
by external suppliers and that the availability of this information is
dependent upon the performance of those external suppliers and the information
may not always be available.
12 You are
responsible for all communication costs for access to our services.
13 We are
required under our terms of access to certain third party information to
include certain terms and conditions in our agreement with you for the benefit
of the third party information providers.
These terms and conditions are found on our website: Third Party Terms and Conditions and you
agree to these terms and conditions and you understand and agree that it is the
intention to include the third party providers as beneficiaries of this
agreement for the purposes of the Contractor and Commercial Law Act 2017 (and
any successor legislation) with all rights and remedies available as if each
third party provider was a party to this agreement.
C. SAFEGUARD OF ACCESS TO SERVICES AND
INFORMATION WE PROVIDE
14 You
must ensure that only persons properly authorised by you have access to our
services.
15 If we
give you a user name, password or other identifier to access our services you
must keep this confidential and only use it for a proper purpose in accordance
with this agreement.
16 You
must take appropriate measures to safeguard against improper access of our
services and the information we provide, including (without limitation):
16.1 developing
written policies and procedures to be followed by your employees, agents and
contractors in relation to access to our services and the security of the
information we provide;
16.2 establishing
controls, including the use of passwords, credential tokens or other mechanisms
and user identification in relation to access to our services and the
information we provide;
16.3 notifying
us in writing of any unauthorised access to our services, changes to your
authorised users and compromises in the security relating to any of those
matters;
16.4 providing
information and training to ensure compliance with the policies and controls;
16.5 monitoring
usage and regularly checking compliance with the policies and controls;
16.6 taking
appropriate action in relation to identified breaches of policies and controls;
and
16.7 any
other measures as reasonably required by us.
D. FEES
17 You
will pay us for the services at the rates set out in the Fees Schedule.
18 We will
invoice you on a monthly basis and you will pay the invoice by the 20th day of
the month following the date of the invoice.
19 If you
do not pay us by the due date then we may charge interest on the amount overdue
at the rate of 12% per annum (accruing daily) until the overdue amount is
paid. You agree that we may list any
information about a default on our credit reporting database for use in our
credit reporting services and that information may be made available to our
other subscribers. You also agree to pay us any costs we or our agents incur in
recovering money you owe us, including commission and legal costs on a
solicitor-client basis.
E.
TERM
AND TERMINATION
20 The
agreement continues until one of us gives 30 days written notice that the
agreement is to end.
21 We may
terminate this agreement immediately if you are in material breach of this
agreement which is not capable of remedy, or if the breach is capable of being
remedied, the breach is not remedied within 10 business days of the date we
give notice to you specifying the breach.
22 Termination
in any manner shall not affect any rights or obligations properly accrued to
either of any party prior to termination
23 Termination
of this agreement will not extinguish or otherwise affect the obligations under
this agreement which by their nature are intended to survive termination.
F.
LIMITATION
AND LIABILITY
24 You
agree that the information supplied as part of the services is obtained from a
number of sources and is not verified by us and that we do not guarantee,
warrant or represent that the information is free of errors or defects or is
complete, correct or current or is to be used for any particular purpose by
you.
25 You
agree that whilst we will take all care in providing our services, to the
extent permitted by law, we will not be liable in any way whatsoever for the
information supplied as part of providing our services. You use our services at
your own risk and you are responsible for the assessment and evaluation of the
information we provide as part of our services.
26 To the
extent permitted by law, in no circumstances will we be liable to you or to any
third party for any special, indirect, consequential, loss of profit, loss of
revenue, loss of business, loss of data or punitive losses or damages suffered
by you or any third party arising out of or in connection with this agreement,
or the supply of services to you, including in contract, in tort (including
negligence) or equity or in statute.
27 Neither
of us will be liable for any amounts or default to the extent they are directly
attributable to an event beyond the partys reasonable control. This does not include a lack of financial
resources (including non-payment of any kind whatsoever) or disputes and/or
problems with a partys resources or industrial disputes
28 Notwithstanding
any other clause in this agreement and to the extent permitted by law our
maximum liability to you for any losses, damages, costs or for any claims
howsoever arising out of or in connection with this agreement or the supply of
our services to you is an amount equal to twelve times the average monthly
price charged in the three months preceding the first event giving rise to any
such loss or damage.
29 You
agree that you are acquiring our services for the purposes of a business and
that the provisions of the Consumer Guarantees Act 1993 do not apply.
30 You
will indemnify us against all costs, losses and damages resulting from any
claim, suit, action or proceeding (Claim) brought against us (including a Claim
by third parties) to the extent that the Claim is based on, is connected to or
arises out of any failure by you to comply with this agreement or any negligent
or unlawful act or omission by you or any of your employees, contractors or
agents.. In the event of a Claim, you
will provide to us all documents and assistance reasonably required by us.
G.
OUR
COMPLIANCE CHECKS
This Section G applies if you use the
consumer credit bureau services or any of our third party data sources
including NZTA for driver licence verifications and Motor Vehicle Register
information, MBIE for PPSR information, Ministry of Justice for fines
information and Department of Internal Affairs for passport confirmation
service.
31
We are required by certain laws and regulations
and under our terms of access to certain third party information to check your
compliance with some of your obligations in this agreement and to monitor your
use of our services. You must promptly
co-operate with us when we undertake these compliance checks and monitoring,
and in our efforts to investigate and resolve complaints and requests for
correction of any information you have given us. This may require you to answer questions,
provide us with information or documentation or to take other reasonable steps
to show your compliance or to assist our monitoring or investigations or to
substantiate any information you have given us.
32
In addition, you must promptly co-operate with
us in our efforts to undertake a systematic review of the effectiveness of any
policies, procedures and controls we have in place to comply with our legal
obligations and any you have in place to comply with your obligations under
this agreement.
H.
GENERAL
33 Access
to our services is subject to your compliance with this agreement. You will ensure that you, and your employees,
contractors and agents abide by the terms and conditions of this agreement.
34 All
intellectual property in relation to the services or otherwise created in providing
the services to you is and remains our exclusive property (or our third party
suppliers or vendors as the case may be) and you agree that you have no claim
or rights to any part of such intellectual property and you will take whatever
steps necessary to ensure that ownership rights in relation to such
intellectual property remains with us.
35 Where
necessary, in order to reflect changes required by relevant law or by the
introduction of new services we may amend this agreement by giving you no less
than 30 days written notice. This may be in the form of a new agreement. You may
terminate this agreement by giving 10 days written notice to us if you do not
accept (in your sole discretion) any such amendment.
36 If you
are a foreign person or entity as defined in the Privacy Act 2020 (NZ), then
the following applies:
36.1 In
relation to all personal information that we supply to you under this
Agreement, you must comply with the requirements of the Privacy Act 2020 (NZ)
as if it was an agency that is subject to the Act, notwithstanding that it may
be an agency that is not subject to the Act; and
36.2 The
parties acknowledge when the Privacy Act 2020 (NZ) commences on 1 December
2020, any disclosure of personal information by us to you can only occur when
certain conditions are met. In the event you form the view (acting reasonably)
that this Agreement does not include obligations to protect personal
information (disclosed by us to you) that are comparable to the safeguards of
the Act, this Agreement will be amended to include the contractual clauses
approved by the Privacy Commissioner of New Zealand for this purpose.
37 No
rights will be prejudiced or restricted by any indulgence or forbearance given
by one of us to the other and no waiver concerning any breach will operate as a
waiver concerning any subsequent breach.
38 This
agreement (with its schedules) forms the entire agreement between us concerning
the supply of our information services to you and supersedes all prior
agreements.
39
You must not assign this agreement without our
prior written consent, which will not be unreasonably withheld.
40 This
agreement will be governed by New Zealand laws and the parties submit to
the non-exclusive jurisdiction of the New Zealand Courts.
41 All
notices and invoices to you will be sent to your last postal address, email
address or fax number you have provided.
All notices to us are to be sent to the address set out below, or such
other address as most recently notified by us:
To: Centrix
Group Limited, PO Box 62512, Auckland 1546
I.
CONSUMER
CREDIT BUREAU SERVICES
In
addition, this Section I applies if you use the consumer credit bureau services
that supplies credit information about individuals (Bureau). Centrix Group Limited is the consumer credit
reporter and is required by the Credit Reporting Privacy Code 2020 (Code) to
impose additional obligations on you when you supply information to be listed
on the Bureau or use the Bureau services.
These obligations do not limit any other
obligations. In this section only us, our and we
means Centrix Group Limited.
42 Without
limiting clause 9, before giving us information in order to use our services,
or default information to list on our Bureau or before using our Bureau
services you must obtain the individuals authorisation to do so and you must
tell the individual that we are collecting their personal information for
credit reporting purposes and that we may use the information to update our
Bureau and use for credit reporting purpose and provide the information to
other subscribers. In some limited
circumstances this may not apply to you.
See our FAQs for when authorisation is not required.
43 You
must only access the Bureau services for a purpose permitted by the Code and
you must confirm the purpose each time you access the Bureau services. See our FAQs for the permitted purposes.
44 If you
offer risk-based pricing for your credit products and you access the Bureau to
assist you to fix the price offered to an individual depending on their
credibility you must:
44.1 provide
the individual with the option to obtain a quotation for the cost of the credit
product; and
44.2 nominate
quotation for the cost of credit as the purpose of the access.
45 You
must as soon as reasonably practicable update any information you give to us so
that the information remains accurate, up to date, complete, relevant, and not
misleading.
46 If you
give us default information about an individual to list on the Bureau, the debt
must not be disputed, it must be overdue for more than 30 days and you must not
be prevented by any law from beginning proceedings against the person. Before you give it to us you must have told
the person in default and asked them to pay the amount due and taken other
steps to get the default paid. If the
person is a guarantor, you must wait 30 days after telling them about the
default before you can list the information on the Bureau.
47 You
understand that we will record every access you make to the Bureau services and
that this will be made available to the individual if they request a copy of
their credit report from us.
48 Driver licence information: If
you collect a driver licence number to give to us you must make it clear to the
individual that supplying the driver licence number is voluntary. If the driver licence number is given to you,
you must:
48.1 also
collect the driver licence card number;
48.2 disclose
both the driver licence number and card number to us; and
48.3 where
the driver licence number and driver licence card number are collected from the
individual in person, take reasonable steps to ensure that the individual is
the individual shown on the driver licence.
49 Comprehensive reporting information: If
you provide us with credit account information we both agree to comply with the
Principles of Reciprocity For Comprehensive Credit Reporting (8 March
2013). We will only disclose credit
account information you have given us to a subscriber who has agreed to comply
with the Principles of Reciprocity, unless you agree otherwise, or we are
required to by law.
50 Ministry of Justice fines information: If you make a fine status request, before
you do so you must obtain the consent of the individual or organisation to make
the request and to the disclosure of the information contained in the request
and to the disclosure of the fine response to us and to you. You must keep this
consent for at least 2 years. Where the
information in the request contains driver licence information you must take
the steps set out in Clause 48.
51 Pre-screening: If
you use our pre-screening services, each time you provide us with a direct
marketing list to provide the services you represent and warrant that:
51.1 the list
has been compiled in compliance with the Privacy Act 2020 (NZ);
51.2 the
list does not include the names of any individuals who have registered with the
New Zealand Marketing Association indicating that they do not wish to receive unsolicited
marketing;
51.3 the
list is to be used only for direct marketing related to the provision of credit
by you; and
51.4 the
criteria agreed in advance is for the purpose of excluding individuals who
represent an adverse credit risk and would be ineligible to receive the direct
marketing.
52 Tracing to facilitate the return of money: If
you use our tracing services, each time you provide us with a request to
provide the services you represent and warrant that:
52.1 you
hold money owed to an individual and your sole purpose of using the service is
to facilitate the return of the money to the individual;
52.2 you
have taken all reasonable steps to trace the individual using the information
you hold as well as publicly available information;
52.3 you
have written to the individual at the last known address to notify them about
the money you are holding; and
52.4 at
least 3 months has passed since your last contact with the individual.
J. WHEELS MOTOR VEHICLE SERVICES AND PPSR
SERVICES
In
addition, this Section J applies if we provide you name and address information
of individuals held on the Motor Vehicle Register or you use our Personal
Property Securities Register Services.
In this section. These obligations do not limit any other obligations.
53 You
must only request the name and address information on individuals held on the
Motor Vehicle Register for an Authorised Purpose. Authorised Purpose means a purpose for access
to the name and address information on individuals held on the Motor Vehicle Register
that we are authorised for and applies to you as set out in the MVR Authorised
Purposes Schedule. This Schedule will be
completed prior to any access and forms part of this agreement. You must confirm the Authorised Purpose at
the time of each enquiry. Where the
Authorised Purpose requires, you must obtain the consent of relevant individual
before the enquiry.
54 You
must only request information from the Personal Properties Securities Register
for a purpose permitted by s173 of the Personal Property Securities Act
1999. See our FAQs for information on
the permitted purposes.
55 If you
use our PPSR Registration Services you acknowledge and agree that we are only
providing you a gateway to the PPSR and you are loading the information on the
PPSR and you are responsible for checking the accuracy of the information
registered by you and ensuring registrations are kept up to date and do not
lapse.
K. VERIFICATION SERVICES
In
addition, this Section K applies if you use our Verification Services. If as
part of this service you also access the consumer credit bureau, Section I will
also apply. These obligations do not limit any other obligations.
56 You
must only use our Verification services for the purpose of verifying an
individuals identity, age or address information for lawful purposes of
identity verification, fraud prevention or enforcement of laws designed to
prevent money laundering but this does not include determining a consumers
eligibility for credit or insurance for personal, family or household purposes,
employment or a government license or benefit.
57 Before
using our Verification services you must obtain the consent from the relevant
individual. The written consent to
search the individuals drivers licence information must be retained and made
available to the NZ Transport Authority upon request.
L.
POSITIVE
COMMERCIAL BUREAU (PCB)
PCB is a closed user database for
subscribers who have entered into an agreement with us to supply commercial
credit account information in substantially the same form as this agreement
(Participating Users). These
obligations do not limit any other obligations in the agreement.
58 We agree to provide you PCB Services in accordance with
this agreement and as long as you perform your obligations under this agreement.
59 We will only disclose commercial credit account information
you have given us to a subscriber who is also a participant in the PCB on the
basis of the principles of reciprocity, unless you agree otherwise, or we are
required to by law.
60 Every month you will supply us information on all your
active commercial customer accounts indicating the account current balance and
any balances past due. In any month
where you do not provide us updated information on an account, the account data
will be reported as not updated.
61 You will supply to us information on all closed accounts
within 30 days of the service being terminated by you. You will update closed
accounts within 30 days of the date on which any full settlement or partial
payment has occurred.
62 Failure to comply with clauses 60 and/or 61 may result in
the temporary restriction of you accessing the PCB information until such time
as comply with your obligations.
63 Each of us warrant and represent to the other that it has
and will maintain all licences, authorisations, consents, approvals and permits
required by applicable laws, regulations and industry requirements.
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SCHEDULE 1 Price ($NZ +GST) |
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Consumer Credit Reports: |
$6.00
per report |
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Please note: Optional add-ons to the Consumer Credit Report may incur
an additional charge. |
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Company
Credit Reports: |
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Standard Company Report |
$30.50 per report |
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Directors Add on |
$8.00 per report |
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NB: If you have elected to take a monthly
reporting package for Business Reports then that monthly fee will apply. Any
reports requested over and above the volume threshold of the selected package
will be invoiced as per above. |
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Monitor Alerts: |
$3.00
per alert |
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Wheels (Motor Vehicle Reports): |
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Base
Report (Motocheck vehicle data) |
$3.00
per report |
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PPSR
add-on |
$3.00
additional |
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Valuation
add-on |
$3.00
additional |
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AML/ID Verification: |
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Smart
ID* |
$2.75
per report |
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Smart
ID with NZ Passport |
$4.40
per report |
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NZ
Driver Licence Verification only |
$0.50
per report |
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NZ
Passport Verification |
$2.20
per report |
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PEP
Watch List Only |
$0.50
per report |
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Beneficial
Owners |
$4.00
per report |
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|
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*Smart
ID includes Bureau file match (trusted Source), optional Driver Licence and
PEP Watch list. Passport can be included for additional cost. |
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Additional: It
preferred payment method is via credit card, a $2.00 transaction fee per
credit report applies. |
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