TERMS AND CONDITIONS FOR THE SUPPLY OF CENTRIX SERVICES
These Terms and Conditions govern the Subscriber's (you,
your) access to and use of Services of Centrix Group
Limited (NZB 9429032209006) and Centrix Data One
Limited (NZB 9429042367727) (together Centrix,
we
, us, our). The Agreement constitutes the
Subscriber Application Form and these Terms and Conditions (including any
Schedules) and any terms and conditions expressly incorporated by reference.
A. SUPPLY OF SERVICES
1 Right to use Services: We grant you a non-exclusive,
non-transferable, limited right to access and use the Services for the Term
on the terms of this Agreement. Subscriber may allow its Users to use the
Services and Subscriber is responsible for each User's compliance with this
Agreement and any act or omission of a User. Access to the Services is
subject to your compliance with this Agreement. If we grant you access to a
Service and you have not used that Service for six months or more we may
without notice terminate your access to the Service.
2 Acceptable Use: You must only use the Services for your
internal business use and only in accordance with all Laws, and where
applicable, only for the Permitted Purpose (Acceptable 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.
3 Supply of Uploaded Data: For us to provide the Services,
you must supply us with all the Uploaded Data we reasonably require.
4 Availability of Services: The Services will generally be
available all day, 7 days a week. Support Services will generally be
available on Business Days 8am - 5pm. You acknowledge that: (a) Services
are made available through communication links and networks which are
supplied by external suppliers and the availability of 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; (b) we rely on Third
Party Suppliers to provide some of the Services and the availability of
those Services is dependent upon the performance of Third Party Suppliers
and some Services may not always be available.
5 Suspension: We may suspend your access to Services upon 2
Business Days' notice where (a) you have not paid our fees by the due date
(provided the such fees are not subject to a genuine dispute); (b) we
reasonably believe 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 (c) we reasonably believe you are in breach of any Laws
applicable to your use of the Services or we are prohibited by Law or a
Third Party Supplier agreement from supplying Services to you. We may
suspend your access to Services immediately where we reasonably believe your
use of the Services may: (a) undermine the security or integrity of any of
Centrix' Systems or any Systems of a Third Party Supplier or of any third
party hosting the Services; or (b) result in a Data Breach. You will not be
entitled to any compensation during a period of suspension.
6 Communication costs: You are responsible for all
communication costs for access to the Services.
7 Third Party Supplier: When the Services include Third
Party Services, you agree: (a) to be bound by any Third Party Supplier Terms
and Conditions and the Third Party Supplier Terms and Conditions are
incorporated into this Agreement; (b) that it is the intention to include
the Third Party Suppliers as beneficiaries of this Agreement for the
purposes of the Contractor and Commercial Law Act 2017 with all rights and
remedies available as if Third Party Supplier was a party to this Agreement;
and (c) we are not responsible for any delays, failure or any other loss or
damage arising out of or in connection with any Third Party Services, except
to the extent that the delay, failure or loss or damage was a direct result
of our negligent act or omission.
8 Updates/Upgrades: We may at any time update or upgrade
the Services.
B. RESTRICTIONS ON USE OF SERVICES
9 General restrictions: You must not, and must not cause or
permit others to (or attempt to): (a) modify, make derivative works of,
disassemble, decompile, reverse engineer, reproduce, republish, download, or
copy any part of the Services or Output (Acceptable Use excepted) or any
System used to deliver the Services; (b) access or use the Services to build
or support products or services that compete with the Services; (c) license,
sell, transfer, assign, distribute, outsource, permit timesharing or service
bureau use of, commercially exploit, or make available the Services to any
third party; (d) use the Services in a manner likely to cause excessive load
or otherwise interfere with the delivery of the Service to other
subscribers; (e) input into the Services any content that may be offensive
or material or data in breach of any applicable Law (including credit card
details and data or other material protected by Intellectual Property Rights
which you do not have the right to use); (f) undermine the security or
integrity of any Centrix System or any System of a Third Party Supplier or
of any third party hosting the Services; (g) gain unauthorised access to any
materials other than those to which Subscriber has been given express
permission to access or to the computer system on which the Services are
hosted; (h) transmit or input into the Services any files that may damage
Centrix' or any other person's computing devices or software (including by
introducing any malicious software or code); (i) collect any information or
communication about any other users of the Service including by monitoring
or by intercepting any process or communication initiated by the Service.
10 Other restrictions: Without our express prior written
approval, you must not, and must not cause or permit others to (or attempt
to): (a) perform or disclose any benchmarking, availability or performance
testing of the Services; (b) perform or disclose any performance or
vulnerability testing of the Services; or (c) perform or disclose network
discovery, port and service identification, vulnerability scanning, password
cracking, remote access or penetration testing of the Services.
11 Use of production and test environments: You must not
use any of our production environments for testing, development, or quality
assurance purposes. You must not upload test or synthetic data into our
Services or provide test or synthetic data to us for use in our Services.
All testing activities must be conducted exclusively within the designated
test or non-production environments. You must not upload any real data
(including but not limited to Personal Information) into any test, staging,
or non-production environment, or provide any real data to us for the
purpose of testing or processing into a non-production environment.
12 Additional Terms for specific Services:From Section L of
this Agreement, additional terms and conditions apply to certain Services.
These terms and conditions are in addition to all other the terms and
conditions and except as expressly set out, do not limit any other
obligations in this Agreement.
o do any of the things specified in paragraphs (a) to (g) above
C. PROVISION OF DATA AND DATA PROTECTION
13 Accuracy of Uploaded Data: Before you provide us with
any Uploaded Data you must take reasonable steps to ensure that the
information is accurate, up to date, complete, relevant and not misleading.
14 Consents: Before you, (or an Individual) provide us with
any Uploaded Data or you access the Services, you must obtain all applicable
consents and authorisations for all uses and disclosures of Personal
Information that may occur as a result of your use of the Services. All
consents and authorisations must be freely given and informed, and in
accordance with applicable Data Protection Laws and any other applicable
Laws. You must keep a record of all consents and authorisations and when
requested by us, promptly provide us with a copy of such authorisations and
consents. You agree that we may provide the authorisations and consents to
a Third Party Supplier or any regulatory body.
15 Credit Information collection: If you use our Consumer
Credit Reporting Services you warrant to Centrix that before you supply any
Credit Information to us that: (a) you have provided the relevant individual
with a link to the Centrix Privacy Statement or a copy of the Centrix
Privacy Statement; (b) you have notified the relevant individual: (i) that
Centrix will be collecting their Credit Information for the purpose of
providing credit reporting services to you and other subscribers to Centrix
Consumer Credit Reporting Services and Centrix will use and disclosure their
Credit Information in accordance with the Centrix Privacy Statement; and
(ii) of the individual's rights of access to and correction of Credit
Information held by Centrix as set out in Centrix Privacy Statement; and
(iii) of any other matters expressly required by this Agreement to be
notified by you to the individual.
16 IPP3A: Before you supply any Personal Information
(excluding Credit Information) to us in connection with this Agreement where
the Personal Information is to be used by us for our own purposes and not as
a processor on your behalf, you warrant to Centrix that: (a) you have
provided the relevant individual with a link to Centrix Privacy Statement or
a copy of the Centrix Privacy Statement; (b) you have notified the relevant
individual (i) that Centrix will be collecting their Personal Information
and Centrix will use and disclose their Personal Information in accordance
with Centrix Privacy Statement; and (ii) of the individual's rights of
access to and correction of their Personal Information as set out in Centrix
Privacy Statement.
17 Recordkeeping for IPP3A compliance: Without limiting any
other provision in this Agreement, you must keep adequate records to
demonstrate your compliance with clause 15 (Credit Information
collection) and clause 16 (IPP3A) of this Agreement and you
must make these records available to Centrix upon request. You must keep
these records during the term of this Agreement and: (a) in the case of
records relating to the collection of Credit Information for at least 6
years after the supply of the Credit Information to us (which ever period is
greater); and (b) in the case of records relating to the collection of all
other Personal Information for at least 3 years after termination of this
Agreement.
18 Breach of notification obligations: You must promptly
notify Centrix if you become aware that you are or have been in breach of
clause 15 (Credit Information collection), clause 16 (IPP3A)
or clause 17 (Record keeping for IPP3A compliance) of this
Agreement (Notification Obligations). The parties agree the
Notification Obligations are material obligations under this Agreement.
Centrix may immediately suspend your access to our Services on written
notice if we reasonably believe you are in any breach of any Notification
Obligations.
19 Compliance with Data Protection Laws: You must you
ensure: (a) you process any Personal Information in the Uploaded Data or
Output in compliance with applicable Data Protection Laws; and (b) your
privacy notice informs the Individual of the purpose of collection, and uses
and disclosures of Personal Information used in supplying the Services.
20 Foreign Person or Entity: If you are a Foreign Person or
Entity, you agree to comply with the Data Protection Clauses and the Data
Protection Clauses are incorporated into this Agreement.
21 Historical Reports: You acknowledge and agree that for
the purposes of s11(2) of the Privacy Act 2020 (NZ): (a) when we supply
Information Services, we will hold one copy of each report supplied to you
(Historical reports) to be accessed by you for your purposes only and we
hold the Historical Reports as your agent on your behalf and not for our own
purposes; (b) we will retain the Historical reports for the period
stipulated by Centrix Retention of Historical Reports Policy unless we
expressly agree otherwise, for further information refer
https://www.centrix.co.nz/historical-reports/
22 Our use of Uploaded Data:You agree that during the Term
and after termination of this Agreement, we may use Uploaded Data (except
data in the SaaS Services) in aggregated form for statistical, analytical
and research purposes (Analysis), provided our use is in
accordance with applicable Data Protection Laws. We may use the Analysis
for our business purposes and where any Analysis is disclosed to third
parties or made public, you will not be identified. We
retain all Intellectual Property Rights in the Analysis.
23 Rights to use Uploaded Data: You have sole
responsibility for the accuracy, quality, integrity, legality, reliability
and appropriateness of Uploaded Data and for obtaining all rights related to
Uploaded Data required by us to perform the Services and for any other use
permitted by this Agreement.
24 Service Analysis: You agree that we may compile
statistical and other information related to the performance, operation and
use of the Services,(including your use of the Services) (Service
Analysis) and use for security and operations management,
statistical analysis and research and development. We may use Service
Analysis for our business purposes and where any information is disclosed to
third parties or made public, you will not be identified. We retain all
Intellectual Property Rights in the Service Analysis.
25 Subscriber incidents: You must promptly notify Centrix
if you become aware that you are or have been in breach of any Data
Protection Law that relates to your use of the Services (including Uploaded
Data) or a Security Incident has occurred. For clarity, this clause does
not require us to investigate Subscriber incidents on your behalf. Except
if you are required to by applicable Law, you must not make any public
statements about any matter where you are required to notify us under this
Agreement, unless you have given us prior reasonable notice of the matter.
D. SAFEGUARD OF ACCESS TO SERVICES, OUR DATABASES AND CENTRIX SYSTEMS
26 Authorised users only: You must ensure that only persons
properly authorised by you have access to the Services. If we give you a
user name, password or other identifier to access the Services (User
Login) you must keep this confidential and only use it for a proper
purpose in accordance with this Agreement. A User must not be under the age
of 16.
27 User Login: If you know or suspect any User Login
information has or is likely to become used in any unauthorised way, you
must immediately change the password and notify Centrix. We may request
Users to change User Login details at any time and you (and your Users) must
promptly comply with any such request.
28 Safeguard measures: You must take appropriate measures
to safeguard against improper access to the Services, Centrix Systems and
Databases, including (without limitation): (a) developing written policies
and procedures to be followed by your Personnel; (b) establishing controls,
including the use of passwords, credential tokens or other mechanisms and
user identification; (c) notifying us in writing of any unauthorised access
to the Services, changes to your Users and compromises in the security
relating to any of those matters; (d) providing information and training to
Users ensure compliance with the policies and controls; (e) monitoring usage
and regularly checking compliance with the policies and controls; (f) taking
appropriate action in relation to identified breaches of policies and
controls; (g) securely configuring your network, operating systems and the
software of your webservers, databases and computer systems; and (h) any
other measures as reasonably required by us.
E. FEES
29 Fees: You will pay us for the Services at the rates set
out in the Schedule or as agreed in writing by us. We may once each
calendar year during the Term increase the Fees for a Service upon 30 days
written notice to you. Notwithstanding the foregoing and any agreement
between the parties to fix the Fees for a certain period of time, Centrix
may at any time pass through increase(s) in costs for Third Party Services
by adjusting the relevant Fee on 30 days written notice to you.
30 Invoice: We will invoice you on a monthly basis and you
will pay the invoice by the 20 th day of the month following the
date of the invoice.
31 Overdue Fees: If you do not pay us by the due date 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.
32 No set off:You must pay all invoices without any
withholding, deduction or set off of any kind.
F. TERM AND TERMINATION
33 Termination for convenience: Except during a period
where the parties have agreed a fixed term for the supply of Services, this
Agreement continues until one of us gives 30 days written notice to the
other party that this Agreement is to end.
34 Termination for breach: A party may terminate this
Agreement immediately on written notice to the other party if the other
party (a) is 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 30 days of a notice being given to the defaulting party
specifying the breach and requiring it to be remedied; or (b) suffers an
insolvency event. In the event we terminate under this clause, you will not
be entitled to any refund in Fees.
35 Centrix rights of termination: In addition to any other
termination rights we may have: (a) where you have not used any Services for
6 months or more we may without notice immediately terminate this Agreement;
or (b) if Centrix forms the view (acting reasonably) that a Regulatory Event
has occurred, we may terminate this Agreement or the affected Service and we
will give you as much notice of termination as reasonably practicable.
36 Rights not affected: Termination in any manner shall not
affect any rights or obligations properly accrued to either party prior to
termination.
37 Survival: Termination of this Agreement will not
extinguish or otherwise affect the obligations under this Agreement which by
their nature are intended to survive termination.
G. INTELLECTUAL PROPERTY
38 IPR in the Services: All Intellectual Property Rights in
relation to the Services and any derivative works of them or otherwise
created in providing the Services to you is and remains our exclusive
property (or our Third Party Suppliers, licensors or vendors, as the case
may be). You agree that you have no claim or rights to any part of such
Intellectual Property Rights and you will take whatever steps necessary to
ensure that ownership rights in relation to such Intellectual Property
remains with us (or our Third Party Suppliers. licensors or vendors, as the
case may be).
39 Feedback: You grant to us a royalty free, worldwide,
perpetual, irrevocable, transferable right to use, modify, distribute and
incorporate into the Services (without attribution of any kind) any
suggestions, enhancement request, recommendations, proposals, correction or
other feedback or information provided by you or any Users related to the
operation or functionality of the Services.
40 Brands: A party must not use or refer to the name, logo
or trade mark of the other party unless authorised in writing by the other
party.
H. WARRANTIES AND DISCLAIMERS
41 Mutual warranty: Both parties warrant that it has the
power and authority to enter into and perform its obligations under this
Agreement.
42 Intellectual Property Rights: We warrant that the
Services do not infringe the Intellectual Property Rights of any third
party. We will not be liable for a breach of this warranty to the extent
the infringement arises out of: (a) any Uploaded Data; (b) any materials you
provide to us; (c) modification or alteration of the Services by any party
other than us or the relevant Third Party Supplier; (d) any Third Party
Integrations; or (e) your use of the Services other than in accordance with
this Agreement, any Documentation or written instructions given by us.
43 Breach: If we are in breach of the warranty in clause 42
(Intellectual Property Rights), we will, at our option and at or
sole discretion, either modify the Services to be non-infringing or provide
a workaround solution. If neither of the options are commercially feasible,
either party may terminate the applicable Service on written notice to the
other party. We will refund you any Fees for Services not provided. This
sets out your sole and exclusive remedy for breach of the warranty in clause
42 (Intellectual Property Rights).
44 No warranties: We do not warrant that: (a) the Services
will be uninterrupted or error free, or will always be available; (b) that
the Services will meet your requirements or your legal obligations or to be
used for any particular purpose by you; or (c) the Output is free of errors
or defects or is complete, reliable, correct or current.
45 No implied warranties: Except as expressly set out in
this Agreement, and to the extent permitted by Law, all other conditions,
guarantees or warranties whether expressed or implied by statute (including
any warranty under Part 3 of the Contract and Commercial Law Act 2017) are
expressly excluded. 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. You agree this clause is fair and reasonable in the
circumstances.
46 Disclaimers: You acknowledge and agree that: (a) your
use the Services (including all Output) is at your own discretion and risk
and you are responsible for the assessment and evaluation of the Output and
for any damage to your computer systems or other device or loss of data that
results from your use of the Services; (b) it is your responsibility to
satisfy yourself that the Services meet your requirements, including any
compliance with your obligations under applicable Law; and (c) where the
Services include Third Party Services, we rely on Third Party Suppliers and
those Services may be subject to limitations and delays.
I. LIMITATION AND LIABILITY
47 Output: You agree that whilst we will take all care in
providing the Services, to the extent permitted by Law, we will not be
liable in any way for any Output or any use by you (or any third party) of
any Output.
48 No consequential loss: To the extent permitted by Law,
we will not be liable (whether in contract, tort, including negligence,
statute or otherwise) for any indirect, incidental, special or consequential
losses or damages (including loss of profit, revenue, business, goodwill,
anticipated savings, information or data).
49 Limitation of Liability: Notwithstanding any other
clause in this Agreement, to the extent permitted by Law, our liability to
you arising out of or in connection with this Agreement in any Year for all
events occurring in that Year giving rise to liability whether in contract,
tort, including negligence, statute or otherwise) shall in no circumstances
exceed a sum equal to the total Fees actually paid by you during that Year.
50 Indemnity: You will indemnify us against all costs,
expenses, losses and damages (including any arising from a third party
claim) arising out of a breach by you of this Agreement or any negligent or
unlawful act or omission by you or any of your Personnel. In the event of a
claim, you will provide to us all documents and assistance reasonably
required by us.
51 No liability for other party's failure: No party will be
responsible, liable or held to be in breach of this Agreement or otherwise
to the extent that the failure is caused by the other party's breach of this
Agreement, or by the negligence or misconduct of the other party or its
Personnel.
52 Mitigation: Each party must take reasonable steps to
mitigate any loss, or damage, cost or expense it may suffer or incur arising
out of anything done or not done by the other party in connection with this
Agreement.
53 Unforeseen Events: Neither of us will be liable for any
amounts or default to the extent they are directly attributable to an
Unforeseen Event. If an Unforeseen Event occurs, the affected party will
promptly notify the other party. To the extent commercially practicable,
the party affected by the Unforeseen Event will continue to comply with this
Agreement.
J. OUR COMPLIANCE CHECKS
54 Co-operate with us and provide us information; Where we
are required by Law or a Third Party Supplier agreement to check your
compliance with your obligations in this Agreement, or monitor your use of
the Services, you agree that: (a) 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
Uploaded Data, which 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 Uploaded Data; (b) 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 applicable Laws and
any you have in place to comply with your obligations under this Agreement.
K. general
55 Variation: We may vary this Agreement by giving you no
less than 30 days written notice. You may terminate this Agreement by
giving 10 days written notice to us before the effective date of the
variation if you do not accept (in your sole discretion) any variation.
Your continued use of the Services after the effective date of the variation
will be deemed acceptance of the variation. We may also vary this Agreement
if Centrix forms the view (acting reasonably) that a Regulatory Event has
occurred and you may terminate this Agreement no later than 30 days from the
date of notice of variation and your continued use of the Services after
this date will be deemed acceptance of the variation.
56 No prejudice: No rights will be prejudiced or restricted
by any indulgence or forbearance given by one party to the other and no
waiver concerning any breach will operate as a waiver concerning any
subsequent breach.
57 Entire Agreement: This Agreement forms the entire
agreement between us concerning the supply of the Services to you and
supersedes all prior arrangements and agreements.
58 Assignment: You must not
assign this Agreement without our prior written consent, which will not be
unreasonably withheld or delayed.
59 Law: This Agreement will be governed by New Zealand laws
and the parties submit to the non-exclusive jurisdiction of the New Zealand
Courts.
60 Severance: A determination that any provision of this
Agreement is illegal, void or unenforceable will not affect any other part
of this Agreement.
61 Notices: All notices and invoices to you will be sent to
your last postal address or email address 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
L. CONSUMER CREDIT REPORTING SERVICES
In addition, this Section L applies if you use the Centrix Consumer
Credit Reporting Services that supplies Credit Information about
Individuals. Centrix Group Limited is the consumer credit reporter
and is required by the CRPC to impose additional obligations on you
when you use Centrix Consumer Credit Reporting Services and supply
us with Credit Information to be listed on the Bureau Database.
In this section only "us", "our" and "we" means Centrix Group
Limited.
62 Authorisations: Before supplying us with any Uploaded
Data to use the Consumer Credit Reporting Services, you must obtain the
Individual's authorisation to do so and you must tell the Individual that:
(a) we are collecting their personal information for credit reporting
purposes; (b) we may use the information to update our Bureau Database; (c)
we may use the information for credit reporting purposes; (d) we may 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.
63 Permitted Purpose: You must only access the Bureau
Services for a Permitted Purpose and you must confirm the purpose each time
you access the Bureau Services. See our FAQs for the permitted purposes.
64 Update Uploaded Data: You must as soon as reasonably
practicable update any Uploaded Data so that the information remains
accurate, up to date, complete, relevant, and not misleading.
65 Default Information:If you give us default information
about an Individual to list on the Bureau Database, 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.
66 Provision of Default information: Subject to the
requirements of clause 65 (Default Information)you must provide us
with default information on all overdue accounts owed to you. We may use
the default information for the purposes of supplying Information Services
to you and other subscribers. It is acknowledged that such information may
be provided directly by you or a third party collection agency nominated by
you
67 Use of Uploaded Data to the Bureau Database:
Notwithstanding clause 22(Our use of Uploaded Data),
you agree that where we are permitted to by Law, we may retain any Uploaded
Data to the Bureau Database supplied by you when using the Bureau Services
and we may use this information during the Term and after its termination:
(a) to update our Bureau Database; (b) to provide Services to you and any
other subscribers to the Bureau Services; (c) for statistical or analytical
purposes; or (d) as permitted by Law.
68 Footprint: You understand that we will record every
access you make to the Bureau Services and this will be made available to
the Individual if they request a copy of their credit report from us as well
as to other subscribers to the Bureau Services (subject to certain
restrictions in the Data Protection Law).
69 Risk based pricing: If you offer risk-based pricing for
your credit products and you access the Bureau Services to assist you to fix
the price offered to an Individual depending on their credibility you must:
(a) provide the Individual with the option to obtain a quotation for the
cost of the credit product; and (b) nominate "quotation" for the cost of
credit as the purpose of the access.
70 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: (a) also collect the driver licence card
number; (b) disclose both the driver licence number and card number to us;
and(c) 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.
71 CCR: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.
72 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 70 (
Driver Licence information).
73 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: (a) the list has been compiled in
compliance with the Privacy Act 2020 (NZ); (b) 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; (c) the list is to be used only for direct marketing related to
the provision of credit by you; and (d) 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.
74 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: (a) 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 (b) you have taken all reasonable
steps to trace the Individual using the information you hold as well as
publicly available information; (c) you have written to the Individual at
the last known address to notify them about the money you are holding; and
(d) at least 3 months has passed since your last contact with the
Individual.
M.WHEELSMOTOR VEHICLE SERVICES AND PPSR SEARCH
SERVICES
In addition, this Section M applies if we provide you name and
address information of Individuals held on the Motor Vehicle Register or
you use Centrix' Personal Property Securities Register Services.
75 Authorised Purpose: 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.
76 PPSR: 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.
77 Accuracy of information: 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.
N.VERIFICATION SERVICES
In addition, this Section N applies if you use our Verification
Services. This includes use of our Consumer Credit Reporting Services.
78 Permitted Purpose: You must only use our Verification
Services for the purpose of verifying an Individual's 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 consumer's eligibility for credit or
insurance for personal, family or household purposes, employment or a
government license or benefit.
79 Authorisations: Before supplying us with any Uploaded
Data to use the Verification Services, you must obtain the relevant
Individual's authorisation to do so and you must tell the Individual that
(a) we are collecting their personal information for credit reporting
purposes; (b) we may use the information to update our Bureau Database; (c)
we may use the information for credit reporting purpose; (d) we may provide
the information to other subscribers.
80 Use of Uploaded Data to the Bureau Database:
Notwithstanding clause 22(Our use of Uploaded Data),
you agree that where we are permitted to by Law, we may retain any Uploaded
Data supplied by you when using the Verification Services and we may use
this information during the Term and after its termination: (a) to update
our Bureau Database; (b) to provide Services to you and any other
subscribers to the Bureau Services; (c) for statistical or analytical
purposes; or (d) as permitted by Law.
81 Footprint: You understand that our Verification Services
access our Bureau Data and we will record every access you make to the
Bureau Services and this will be made available to the relevant Individual
if they request a copy of their credit report from us.
82 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: (a) also collect the driver licence card
number; (b) disclose both the driver licence number and card number to us;
and (c) 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.
O. BUSINESS PAYMENT DATA/POSITIVE COMMERCIAL BUREAU ("PCB")
Business Payment Data/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").
83 Supply of information: Every month you will supply us
information on all your active commercial customer accounts indicating the
account current balance and any balances past due for uploading to our PCB
for use by us in our PCB service. In any month where you do not provide us
updated information on an account, the account data will be reported as not
updated.
84 Commercial customers: The information you supply for
use in our PCB services must only relate to your commercial customers who
are operating as a registered limited liability company. You must not
supply us with any Personal Information for uploading to our PCB.
85 Closed accounts: 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.
86 Suspension: Failure to comply with clause 83 (Supply
of Information), clause 84 (Commercial customers) or clause 85
(Closed accounts) may result in the suspension this PCB service
until such time as you comply with your obligations.
87 Disclose: We will only disclose commercial credit
account information to a Participating User, unless expressly agreed by you,
or we are required to by Law.
P. ACCESS TO PPSR CLOUD SERVICES
In addition, this Section P applies if Centrix provides you access
to the PPSR Cloud Services. The PPSR Cloud Services are provided to
Subscriber by PPSR Cloud Limited in accordance with the PPSR Cloud
Services Standard Terms of Use.
88 Access to the Services: Centrix will provide Subscriber
access to the PPSR Cloud Services on the additional terms and conditions set
out in this Section P.
89 PPSR Cloud Services Standard Terms of Use: Prior to
Subscriber accessing the PPSR Cloud Services, it must agree to the PPSR
Cloud Services Standard Terms of Use found at
https://ppsrcloud.com/
.
90 Acknowledgements: Subscriber acknowledges and agrees
that (a) Subscriber's use of the PPSR Cloud Services is governed by the PPSR
Cloud Services Standard Terms of Use and it must comply with the PPSR Cloud
Services Standard Terms of Use; (b) Centrix is only providing Subscriber
access to the PPSR Cloud Services.
91 UploadedData:Subscriber acknowledges
and agrees that: (a) all Uploaded Data into the PPSR Cloud Services is
processed by PPSR Cloud Limited and will be subject to PPSR Cloud Services
Standard Terms of Use and PPSR Cloud privacy policy; (b) it is the
responsibility of Subscriber to satisfy itself that PPSR Cloud Limited's
handling of Uploaded Data (including Personal Information) is appropriate
and in accordance with all applicable laws; and (c) Subscriber is
responsible for ensuring on termination of its use of the PPSR Cloud
Services, PPSR Cloud returns or destroys Uploaded Data in accordance with
Subscriber's instructions.
92 Suspension of access:Access to the PPSR Cloud Services
is dependent on PPSR Cloud Limited providing Centrix access. Subscriber
acknowledges and agrees that in addition to any other suspension rights
Centrix may have under this Agreement, Subscriber's access to the PPSR Cloud
Services may be suspended at any time due to PPSR Cloud Limited suspending
Centrix' and/or Subscriber's access to the PPSR Cloud Services. Subscriber
will not be entitled to any compensation during a period of suspension.
93 Fees:Subscriber will pay Centrix fees for the provision
of access to the PPSR Cloud Services and its use of the PPSR Cloud Services,
The fees are set out in the Schedule or as agreed in writing between Centrix
and Subscriber. No fees are payable by Subscriber to PPSR Cloud Limited for
use of the PPSR Cloud Services.
94 Indemnity: Subscriber will indemnify Centrix against all
costs, losses, liabilities and damages arising out of Subscriber's use of
the PPSR Cloud Services (including any claim made against Centrix by a third
party), In the event of a claim, Subscriber will provide to Centrix all
documents and assistance reasonably required by Centrix.
Q. DEFINITIONS
95 Unless the context otherwise requires:
Business Day means any day excluding Saturdays, Sundays and
public holidays observed in Auckland.
Bureau Database means the database Centrix uses to provide
Consumer Credit Reporting Services.
Centrix API means the application programming interfaces
made available to Subscriber to access the Services and supply Uploaded
Data.
Centrix Privacy Statement means the Centrix Privacy
Statement found
https://www.centrix.co.nz/privacy-statement
as amended or updated from time to time.
Consumer Credit Reporting Services or Bureau Services means
any Service that involves the processing of Credit Information and includes
consumer credit checks, AML/ID verification services, consumer tenancy
checks, pre-employment checks, the provision of CCR data and credit defaults
relating to individuals.
Credit Informationhas the meaning given in the Credit
Reporting Privacy Code 2020.
Data Protection Clauses means the data protection clauses
found
https://www.centrix.co.nz/data-protection-clauses/
Data Protection Law means all applicable privacy, data
protection laws, legislation, rules, regulations including the Privacy Act
2020 (NZ) in New Zealand and any other applicable privacy, data protection
laws, legislation, rules and regulations in another jurisdiction that is
binding on the party.
Data Breach means (a) unauthorised or accidental access to,
or disclosure, alteration, loss, or destruction of, Personal Information; or
(b) an action that prevents a party from accessing Personal Information on
either a temporary or permanent basis.
Database means a database of Centrix.
Documentation means all documentation provided by Centrix to
the Subscriber that provides details of the Services and how to access the
Services.
Fees means the fees payable by Subscriber for the services
set out in the Schedule or the Subscriber Application Form.
Foreign Person or Entity means (a) an individual who is
neither present in New Zealand nor ordinarily resident in New Zealand; or
(b) a body incorporated or unincorporated that is not established under the
law of New Zealand and does not have its central control and management in
New Zealand.
Individual means the individual who is the subject of the
information or Services (as the case may be).
Information Services means the supply of data and analytical
information about an Individual or organisation.
Intellectual Property Rights means includes copyright and
all rights existing anywhere in the world and conferred under statue, common
law or equity relating to inventions (including patents), registered and
unregistered trademarks and designs, circuit layouts, data and databases,
confidential information, know-how, and all other rights resulting from
intellectual activity. Intellectual Propertyhas a
consistent meaning and includes any enhancement, modification or derivative
work of the Intellectual Property
Law means all applicable statues,
regulations, bylaws, and all mandatory codes, rules, orders under such
statutes, regulations and bylaws in New Zealand and any other applicable
statues, regulations, bylaws, and all mandatory codes, rules, orders under
such statutes, regulations and bylaws that is binding on the party.
Output means all
data and information provided or obtained through the use of Services or the
provision of Services by us.
Permitted Purpose means the purpose set out
in this Agreement or Subscriber Application Form and as permitted by
applicable Law.
Personal Information means any personal information,
personal data or equivalent definition under applicable Data Protection Law.
Personnel means a party's employees, contractors, agents and
officers and in the case of Subscriber, includes Users.
PPSR Cloud Services Standard Terms of Use means the
agreement between the Subscriber and PPSR Cloud Limited for the supply of
PPSR Cloud Services to Subscriber, found at
https://ppsrcloud.com/
Professional Services means general
consulting, implementation and/or training services provided by Centrix to
Subscriber.
Regulatory Event means any legislative or regulatory change
(including any determination, guidance or decision made by the Privacy
Commissioner, a regulator or regulatory authority) that directly or
indirectly materially alters the burden (financial or otherwise) of Centrix
in providing the Services or may result in Centrix breaching any applicable
Law.
SaaS Services means the services, applications, tools and
data made available to you on a software-as-a-service basis, as described in
the Subscriber Application Form, including any updates and upgrades.
Security Incident means an actual, or reasonably suspected:
(a) Data Breach relating to the Subscriber's access to or use of the
Services (including Uploaded Data or Output); (b) any (or attempted)
unauthorised access to the Services; (c) any (or attempted) access to the
Services for any purpose other than the Permitted Purpose; (d) any (or
attempted) unauthorised use of the Output; or (e) incident, act or omission
that may undermine the security or integrity of any Centrix System or any
System of a Third Party Supplier or of any third party hosting the Services
Services means any services and deliverables
we provide or make available to you under this Agreement, including
Information Services, Professional Services, SaaS Services, Support
Services, Centrix API, Third Party Services and including all Output and
Documentation and in relation to the PPSR Cloud Services, only includes
providing access to the PPSR Cloud Services and does not include the PPSR
Cloud Services which are provided by PPSR Cloud Limited and governed by the
PPSR Cloud Services Standard Terms of Use.
Support Services means the supplemental,
technical support services to be provided to Customer (if any) as specified
in the support services document.
System means any system, hardware, software, firmware and
networking or telecommunications equipment, including any information,
communications or technology infrastructure or network.
Term means the term of this Agreement
commencing on the day you start using the Services and ending on the day
this Agreement is terminated in accordance with its terms.
Third Party Integrations means a software
application that interoperates with the Services that is not owned or
licenced by us.
Third Party Services means services supplied by a third
party (Third Party Supplier) that form part of the Services
supplied to Subscriber under this Agreement.
Third Party Supplier Terms and Conditions means any
additional Third Party Supplier terms and conditions found
https://www.centrix.co.nz/third-party-data-source-terms-conditions/
Unforeseen Event means an event that is beyond the
reasonable control of a party but does not include any risk or event that
the party claiming could have prevented or overcome by taking reasonable
care. This does not include a lack of financial resources (including
non-payment of any kind whatsoever) or disputes and/or problems with a
party's resources or industrial disputes
Uploaded Data means all data (including
Personal Information) supplied by Subscriber to Centrix (whether by the
Subscriber, a User, third party or a Third Party Integration) when using or
accessing the Services or for uploading to a Database, and for SaaS Services
includes any data inputted into the SaaS Services by Subscriber, User or
Individual.
User means a Subscriber's personnel who is authorised by
Subscriber to use the Services in accordance with this Agreement.
Year means the 12 month period commencing on the date of
this Agreement and each 12 month period thereafter.
R. CONSTRUCTION
96 Unless the context otherwise requires:
(a) words in the singular shall include the plural and in the plural shall
include the singular.
(b) any words following the terms including, include, in particular, for
example or any similar expression shall be construed as illustrative.
(c) a reference to a statue or statutory provision is a reference to it as
amended, extended or re- enacted from time to time.
(d) A reference to a party to this Agreement includes that party's personal
representatives, successors and permitted assigns;
(e) a reference to a clause or schedule is a reference to a clause of, or
schedule to, this Agreement.
(f) Clause, Schedule and paragraph headings shall not affect the
interpretation of this Agreement.
(g) The Schedules form part of this Agreement and shall have effect as if
set out in full in the body of this Agreement.
(h) As far as possible, the provisions of the Agreement will be interpreted
so as to promote consistency with the Privacy Act
(i) Any reference to this Agreement includes the Schedules.
SCHEDULE 1
FEES SCHEDULE - Effective 01 July 2025
Price ($NZ +GST)
Consumer Credit Reports: 1$6.00 per
report
Consumer Monitoring Services 2
$3.00 per monitor hit
Please note:
Optional add-ons to the Consumer Credit Report may incur an additional
charge.
Business Credit Reports:
Business Credit Report 3 $30.50 per report
Business Directorship Report 4
$8.00 per report
Business Monitoring Services 5
$3.00 per monitor hit
Wheels Reports (Motor Vehicle):
Wheels Base Report (Motochek Vehicle Details) 6
$3.00 per report
Wheels PPSR search add-on 7
$3.00 additional to base report fee
WheelsValuation add-on 8
$3.00 additional to base report fee
Wheels MotorWeb Odometer Prediction add-on 8A $0.50 additional to
base report and valuation add-on fee
Wheels Confirm Vehicle Owner 9
$0.50 per report
Wheels Court Fines add-on 10
$0.50 additional to base report fee
ID Verification and AML Reports:
NZ Driver Licence Verification 11 (NZTA Waka Kotahi Identity service check)
$0.50 per report
NZ Passport Verification 12 (DIA Confirmation service Passport check)
$2.70 per report
NZ Birth Register Check 13 (DIA Confirmation service Birth register check)
$2.70 per report
International Watchlist / PEP and Sanctions Check 14
$0.50 per report
Beneficial Owners Report 15
$4.00 per report
SmartID 16
Multiple data sources are available to SmartID enquiry processing, a
number of external data sources may be optionally checked and reports
are priced accordingly. SmartID report fees inclusive of International
Watchlist / PEP screening checks are as follows:-
SmartID PEP
$2.95 per report
SmartID PEP + DL
$2.95 per report
SmartID PEP + DL + BR
$5.15 per report
SmartID PEP + DL + PP
$5.15 per report
SmartID PEP + PP
$5.15 per report
SmartID PEP + BR
$5.15 per report
SmartID PEP + PP + BR
$6.00 per report
SmartID PEP + DL + PP + BR
$6.15 per report
SmartID Key
DL NZ Drivers Licence (NZTA Waka Kotahi Identity service
check)
PP NZ Passport (DIA Confirmation service check)
BR NZ Birth Register (DIA Confirmation service check)
PEP International watchlist / PEP and sanctions check
PPSR (Personal Property Securities Register):
PPSR Search 17
$3.00 per search
Centrix PPSR portal 18
Centrix PPSR portal is a cloud-based secure platform for centralised
management of PPSR searches and registrations priced as follows:-
Account Monthly Subscription Fee
$60.00 per Centrix client per month
Register Financing Statement
$14.00 per FS created
Amend Financing Statement
$5.00 per FS amendment
Renew Financing Statement
$14.00 per FS renewal
Discharge Financing Statement
$2.00 per FS discharge
Vehicle Details Lookup
$0.21 per MV lookup
PPSR Search
$5.00 per PPSR search
NZ Financing Statement MV Monitoring
price on application
PPSR portal Key
FS Financing statement
SPG Secured party group
MV Motor vehicle
Please note:
per month subscription fee applies to use of PPSR portal services by
"Account" and typically means a single "customer". Each "Account" can have
any number of Branches, SPGs and Users
FEES Schedule - product descriptions
Section purpose - to provide a succinct description of each fees
schedule product
Please note:
Products are not described comprehensively in this schedule, detail of
product inclusions and functionality can be provided separately by
Centrix team on request. Product data inclusions and function are
subject to change due to enhancement or factors such as regulatory
requirement.
1Consumer Credit Report: Entity Data,
Consumer Information (Known Names, Date of Birth, Known Addresses), File
activity, Driver Licence Verification (optional), RED payment history
(Subscriber data access permission required), Account & payment History
(Subscriber data access permission required), Defaults, Judgments,
Insolvencies, Company Affiliations, Court Fines (optional), File Narratives,
Name-only insolvencies (optional), Known property ownerships (optional)
2Consumer Monitoring Services:Options include: New address,
new enquiries, new adverse data (defaults, judgments, insolvencies), new
company affiliation data (directorship, shareholding,
receivership/liquidation)
3Business Credit Report:
Enquiry information, Credit Score, Company information, Notifications,
Defaults, Judgments, Insolvencies, File Access, NZ Companies office Details,
Director affiliations, Shareholder affiliations, PPSR Finance Statements,
Public Notices
4Business Directorship Report:Consumer Credit Report (refer
1) on each Director of the searched Company
5Business Monitoring Services:Options include: New adverse
data (defaults, judgments, insolvencies), directorship changes,
receivership/liquidation, registered name changes
6Wheels Base Report (Motochek Vehicle Details):NZTA Waka
Kotahi Motochek service provided Vehicle Description (Plate, VIN, Year, Make
Model), Current Registered Parties (Subscriber data access permission
required), Vehicle Details, Registration details, plate history, Odometer
history, warnings (Stolen, unreliable odometer flags).
7Wheels PPSR Search add-on:Number
of securities registered, Date of registration of Security, Status, Expiry
date, Collateral description, secured parties, Debtor information
8WheelsValuation add-on:A choice
ofRedBook or MotorWeb vehicle valuation services. Source
information for both services can include auctions, online sales channels ,
marketplace data, economic trends, wholesale transaction data.
8AWheels MotorWeb Odometer Prediction
add-on:odometer prediction feature that can be applied to MotorWeb
Market Valuation transactions to estimate odometer readings across fleet
data and enhance valuation outcomes where an odometer reading is not
immediately available.
9Wheels Confirm Vehicle Owner:NZTA
Waka Kotahi service for verification of vehicle ownership
10Wheels Court Fines add-on:Ministry of Justice
Court Fines service check based on the individual's name supplied at time of
enquiry not necessarily relating to the current owner of the vehicle.Fines
Result indicator, Fines balance (if outstanding fines exist)
11NZ Driver Licence Verification: NZTA Waka Kotahi Identity
service verification of licence number & version, name and date of birth
12NZ Passport Verification:DIA Confirmation service
verification of passport number, expiry date, name and date of birth
13NZ Birth Register Check:DIA Confirmation service check of
birth certificate registration number (optional), current name on NZ Birth
register and date of birth
14InternationalWatchlist / PEP and Sanctions Check:search
of international watchlist politically exposed persons 'PEP' and sanctions
lists
15Beneficial Owners Report (AML):identifies Beneficial
Owner(s) of a registered Company as defined by AML legislation
16SmartID:AML aligned ID confirmation using match to
Centrix bureau file with linked Comprehensive data upload, Retail energy
account and NZ Property Owner data, includes optional Government identity
service check and International Watchlist screening
17PPSR Search:Search of the Personal Property Securities
Register for registered Financial Statements
18Centrix PPSR portal:Cloud-based secure
platform for centralised management of Personal Property Securities Register
searches and registrations. A monthly subscription option is provided to
access this platform.