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 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.
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; (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 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; (f) 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; (g) 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); (h)
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 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
12 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.
13 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.
14 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.
15 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.
16 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/
17 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.
18 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.
19 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.
D. SAFEGUARD OF ACCESS TO SERVICES, OUR DATABASES AND CENTRIX SYSTEMS
20 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.
21 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.
22 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
23 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 increase the
Fees for a Service on each anniversary of the commencement date of your use
of the Service upon 30 days written notice to you.
24 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.
25 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.
F. TERM AND TERMINATION
26 Notice: This Agreement continues until one of us gives
30 days written notice to the other party that this Agreement is to end.
27 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.
28 Rights not affected: Termination in any manner shall not
affect any rights or obligations properly accrued to either party prior to
termination.
29 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
30 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).
31 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.
32 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
33 Mutual warranty: Both parties warrant that it has the
power and authority to enter into and perform its obligations under this
Agreement.
34 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; (e) your use of the Services other than in accordance
with this Agreement, any Documentation or written instructions given by us.
35 Breach: If we are in breach of the warranty in clause 34
(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 34 (Intellectual Property Rights).
36 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.
37 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.
38 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; (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
39 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.
40 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).
41 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.
42 Indemnity: You will indemnify us against all costs,
losses and damages resulting from any claim made against us (including by a
third party) to the extent that the claim arises 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.
43 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.
44 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.
45 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
46 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
47 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 if you do not accept (in your sole
discretion) any variation.
48 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.
49 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.
50 Assignment: You must not
assign this Agreement without our prior written consent, which will not be
unreasonably withheld or delayed.
51 Law: This Agreement will be governed by New Zealand laws
and the parties submit to the non-exclusive jurisdiction of the New Zealand
Courts.
52 Severance: A determination that any provision of this
Agreement is illegal, void or unenforceable will not affect any other part
of this Agreement.
53 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 BUREAU SERVICES
In addition, this Section L applies if you use the consumer credit
bureau services that supplies credit information about Individuals
("Bureau Services"). 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 Database or use the Bureau
Services.
In this section only "us", "our" and "we" means Centrix Group
Limited.
54 Authorisations: Before supplying us with any Uploaded
Data to use the Bureau 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 purpose; (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.
55 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.
56 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.
57 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.
58 Provision of Default information: Subject to the
requirements of clause 56 (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
59 Use of Uploaded Data to the Bureau Database:
Notwithstanding clause 17 (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.
60 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).
61 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.
62 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.
63 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.
64 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 62 (
Driver Licence information).
65 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.
66 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. WHEELS MOTOR 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.
67 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.
68 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.
69 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 Bureau Services and Bureau Database
70 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.
71 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.
72 Use of Uploaded Data to the Bureau Database:
Notwithstanding clause 17 (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.
73 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.
74 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. 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").
75 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. In any month where you
do not provide us updated information on an account, the account data will
be reported as not updated.
76 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.
77 Suspension: Failure to comply with clauses 75 (Supply
of Information) or clause 76 (Closed accounts) may result in
the suspension this PCB service until such time as you comply with your
obligations.
78 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.
79 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.
80 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/
.
81 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.
82 Uploaded Data: 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.
83 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.
84 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.
85 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. SaaS SERVICES
In addition, this Section Q applies if you use any SaaS Service.
In this section, Uploaded Data means all data inputted into the
SaaS Service by Subscriber or Individual and any reports created
within the SaaS Service.
86 Consents: The consents and authorisations required for
use of a SaaS Service includes permitting us to disclose the Uploaded Data
to Third Party Suppliers for the purposes of providing the Third Party
Services and permitting the Third Party Supplier to use and disclose the
Uploaded Data for the purposes of supplying the Services to you.
87 Rights to Uploaded Data: You grant us (and our
applicable Third Party Suppliers) the right to host, use process, display
and transmit Uploaded Data to provide the SaaS Services in accordance with
this Agreement.
88 Protection of Uploaded Data: Both parties will
implement appropriate technical and organisational measures to protect
against unauthorised or unlawful processes of Uploaded Data or its
accidental loss, destruction or damage. If there is any loss or damage to
Uploaded Data, your sole and exclusive remedy will be for us to use
reasonable efforts to restore such lost or damaged data from any back-up of
Uploaded Data maintained by us or the Third Party Supplier. To avoid
doubt, this does not impose an obligation on us or our Third Party Supplier
to back-up Uploaded Data.
89 Data Breach: If we become aware of or reasonably
suspect there has been a Data Breach relating to Uploaded Data, we will
promptly notify you, provide reasonable information and co-operation to you
and take measures reasonably required to mitigate the actual or potential
Data Breach and/or impact of its effects. You acknowledge that the SaaS
Service may be a hosted by a Third Party Supplier and our response will be
reliant on the Third Party Supplier's co-operation.
90 Holding Personal Information as your agent: You
acknowledge and agree that for the purposes of s11(2) of the Privacy Act
2020 (NZ): when we supply SaaS Services, we (and our Third Party Suppliers)
are processing any Personal Information in the Uploaded Data as your agent
and we (and our Third Party Suppliers) will not use or disclose any
Personal Information in the Uploaded Data for our own purposes.
91 Deletion of Uploaded Data: At any time, Subscriber may
delete Uploaded Data Uploaded Data. Within 30 days of deletion by
Subscriber, the Uploaded Data will be securely permanently deleted.
92 Termination: On termination by Subscriber of the SaaS
Services your customer account will be deactivated. Uploaded Data will be
available to Subscriber to retrieve. The Uploaded Data will be securely
deleted on the earlier of (a) the Uploaded Data being retrieved by
Subscriber; and (b) the expiry of 3 months after termination of the SaaS
Service, or a lesser time if our Third Party Supplier agreement requires.
93 Upgrades: Subscriber must take all new upgrades of the
SaaS Services at no cost. Upgrades will not reduce current functionality
of the SaaS Services unless it is a requirement by applicable Law.
R. DEFINITIONS
94 Unless the context otherwise requires:
Business Day means any day excluding Saturdays, Sundays
and public holidays observed in Auckland.
Centrix API means the application programming interfaces
made available to Subscriber to access the Services and supply Uploaded
Data.
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.
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 Property has 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.
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.
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.
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 Servicesmeans 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 an individual who is authorised
by Subscriber to use the Services in accordance with this Agreement.
Yearmeans the 12 month period commencing on the date of
this Agreement and each 12 month period thereafter.
S. CONSTRUCTION
95 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
Wheels Valuation 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 portal18
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.
1 Consumer 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)
2 Consumer Monitoring Services: Options include: New address,
new enquiries, new adverse data (defaults, judgments, insolvencies), new
company affiliation data (directorship, shareholding,
receivership/liquidation)
3 Business 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
4 Business Directorship Report: Consumer Credit Report (refer
1) on each Director of the searched Company
5 Business Monitoring Services: Options include: New adverse
data (defaults, judgments, insolvencies), directorship changes,
receivership/liquidation, registered name changes
6 Wheels 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).
7 Wheels PPSR Search add-on: Number
of securities registered, Date of registration of Security, Status, Expiry
date, Collateral description, secured parties, Debtor information
8 Wheels Valuation 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.
8A Wheels 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.
9 Wheels Confirm Vehicle Owner: NZTA
Waka Kotahi service for verification of vehicle ownership
10 Wheels 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)
11 NZ Driver Licence Verification: NZTA Waka Kotahi Identity
service verification of licence number & version, name and date of
birth
12 NZ 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
14 International Watchlist / PEP and Sanctions Check: search
of international watchlist politically exposed persons 'PEP' and sanctions
lists
15 Beneficial Owners Report (AML): identifies Beneficial
Owner(s) of a registered Company as defined by AML legislation
16 SmartID: 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
17 PPSR Search: Search of the Personal Property Securities
Register for registered Financial Statements
18 Centrix 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.