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

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

INFOLOG reserves the right to change these Terms and Conditions at any time, effective upon communicating these changes to you through the Website or by email to the designated Organisational Administrator. By continuing to access the Website and use the Infolog System, you agree to be bound by the amended terms and conditions.

1. Definitions

"Agreement" means these Terms and Conditions and the Licence.

"Confidential Information" includes all information exchanged between INFOLOG and you (excluding Reports), whether in writing, electronically or orally and includes the information specified in clause 4 of these Terms and Conditions, but does not include information which:

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

"Fees" has the meaning set out in clause 11(a)(i) of these Terms and Conditions;

"Force Majeure Event" means:

• 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;
• any situation where Infolog is legally unable to perform its obligations, including due to an injunction or other similar court order; and
• 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;

"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 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/or the issue of usernames and/or passwords for the purpose of accessing the Website and using the Infolog System;

"OIA" means the Official Information Act 1982;

"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;

"Suspension" is defined in clause 9(a);

Termination" is defined in clause 9(a);

"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;

"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;

"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

• You agree:
  • 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;
  • that access to and use of the Infolog System is on an "as is, where is" basis and is at your own risk;
  • that INFOLOG is not responsible for any adverse consequences arising out your access to or use of the Infolog System;
  • 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;
  • that the information in any Report has been collated from various sources, may not be complete and may contain inaccuracies;
  • 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;
  • 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;
  • that you will comply with the 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. 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 Terms and Conditions the Third Party Terms and Conditions shall take precedence over these Terms and Conditions;
  • to only access and use the Infolog System if you have been, and continue to be, authorised to do so by INFOLOG;
  • 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 Terms and Conditions and the Licence;
  • not to incorporate the Reports or any part of a Report in a database, except with the prior consent of INFOLOG;
  • to only use the Report for your own internal business purposes;
  • 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); and
  • 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.
• 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:
  • procure that the Access Recipients comply with your obligations pursuant to these 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 Terms and Conditions to apply to such Access Recipients ("Access Recipient Obligations"); and
  • 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. Access and Security

• 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:
  • only grant usernames and passwords to 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
  • immediately disable an individual’s 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.
• 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 employees, contractors and agents.
• 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.
• 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.
• You must not:
  • 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;
  • 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;
  • 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;
  • 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
  • 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.

4. Confidentiality and Personal Information

• You acknowledge that the existence of the Infolog System, the Infolog System, and the availability of the services provided by INFOLOG constitute INFOLOG’s Confidential Information.
• 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 these Terms and Conditions or the Licence, as required by law or with the prior written consent of INFOLOG.
• If it is necessary for you to disclose Confidential Information pursuant to the OIA, you must 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.
• Your obligations under this clause 4 will survive the termination or expiry of these Terms and Conditions.
• INFOLOG and you will each comply with its obligations under the Privacy Act 1993. 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. You confirm that you and all individuals who are the subject of personal information 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 to you and improve INFOLOG’s operations. For the purposes of this clause "individual" and "personal information" have the meaning as defined in the Privacy Act 1993.

5. Indemnity

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:

• in connection with your access to or use of the Infolog System;
• from your breach of any of these 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 11(a)); or
• 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.

6. Warranty

• INFOLOG warrants that it either owns the Infolog System or has sufficient rights in or to the Infolog System to enter into these Terms and Conditions and grants you the licence to use the Infolog Systems on the terms set out in these Terms and Conditions.
• 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 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.
• Without limiting clause 6(b), INFOLOG does not warrant or represent that:
  • the Infolog System or the Reports will meet your requirements or that they will be suitable for your purposes; or
  • access to or use of the Infolog System will be uninterrupted or error free.
• You acknowledge that you are purchasing the right to access and use the Infolog System, the Reports and all associated services for the purposes of a business and that the Consumer Guarantees Act 1993 does not apply.

7. Limitation of Liability

• 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 the Reports.
• Neither party is liable for any delay or failure in the performance of any of its obligations pursuant to these Terms and Conditions to the extent that the same results from a Force Majeure Event and the party affected by the Force Majeure Event:
  • 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
  • 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.
• 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 3 months immediately preceding the event first giving rise to the liability.

8. Intellectual Property

• INFOLOG grants to you, and you accept, a non-exclusive, non-transferrable, limited licence to use the Infolog System for your internal business purposes only.
• Title to, and all Intellectual Property Rights in the Infolog System and any documentation relating to the Infolog System (including documentation such as training materials but excluding Reports) remain the property of INFOLOG or its licensors.
• 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.
• You agree that you will not modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer the Infolog System except as expressly agreed by INFOLOG.

9. Termination

• If you breach these Terms and Conditions or the Licence, INFOLOG may, at its sole discretion, terminate the Agreement and your right to access and use the Infolog System (Termination), or suspend your right to access and use the Infolog System for any definite or indefinite period (Suspension).
• Termination or Suspension is without prejudice to the rights and obligations you or INFOLOG have accrued up to and including the date of Termination.
• On Termination or Suspension, you must immediately cease to access and use the Infolog System in any manner and for any reason and destroy all software or documentation (if any) in your possession relating to the Infolog System.
• 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.

10. Services

• 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.
• 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.

11. Fees

• You agree to pay:
  • all fees, namely:
    • Monthly Access fee, for your access to the Website and use of the Infolog System; and
    • Any charges payable to access a Third Party Database through the Infolog portal (see Pricing (log in required) for a list of current charges under our agreement with you). When you use the Infolog portal to initiate a search of a Third Party Database with a charge for use you will be billed the charge for use current at the time of access (together, the Fees);
• 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.
• You may not withhold payment or make any deductions from any amount owing to INFOLOG without INFOLOG’s prior written consent.
• INFOLOG may charge interest on any amount owing to it after the due date for payment. If INFOLOG determines to charge interest:
  • 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);
  • it will be calculated on a daily basis on the unpaid portion of the relevant amount owing; and
  • it will be payable in the manner specified by INFOLOG.
• 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.
• 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.
• 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.

12. General

• If you or INFOLOG waive any breach of these Terms and Conditions, it will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
• INFOLOG will not be liable for any delay or failure in performance of its obligations under these Terms and Conditions, if the delay or failure is due to any cause outside its reasonable control.
• You may not assign or transfer any rights or interests to any other person without INFOLOG’s prior written consent.
• These Terms and Conditions 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.
• If any part or provision of these Terms and Conditions 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 these Terms and Conditions will be binding on INFOLOG and you.
• Any notice given under these Terms and Conditions 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. A person who is not a party to these Terms and Conditions has no right to benefit under or to enforce any of these Terms and Conditions.
• Nothing in these Terms and Conditions shall be or shall be deemed to constitute an agency, partnership, joint venture, employment or other relationship between you and INFOLOG.
• These Terms and Conditions may change over 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 Terms and Conditions.
• If there is a conflict between the terms of the Licence and these Terms and Conditions, the Licence will take precedence over these Terms and Conditions.

Last updated: 28 February 2017