1.1 "Service Provider" means MotorWeb Services Limited or its duly authorised representative.
1.2 "Client" means any person, entity, company or organisation accepted by the Service Provider to access the System and use the Services from time to time.
1.3 "Services" means services provided by the Service Provider as described on the Service Provider's website from time to time.
1.4 "System" means the hardware, software and communications used to deliver the Services.
1.5 "Data" means the data and information delivered by the Service Provider to the Client pursuant to the Services.
1.6 "MED" means the Ministry of Economic Development.
1.7 "Ministry" means the Ministry of Justice.
1.8 "NZTA" means the New Zealand Transport Agency.
1.9 "Terms" means these terms and conditions.
2.1 The Service Provider will use reasonable effort, skill, care and diligence to provide the Services to the Client.
2.2 The Service Provider shall provide the Services on the basis that the information continues to be made available to the Service Provider from third parties (including the MED, the Ministry and the NZTA), public registers or publicly available information sources. Where such information ceases to be made available to the Service Provider, the Service Provider may cease providing the same information to the Client.
3.1 The Service Provider may, without liability and without prejudice to any other rights it has, suspend or terminate the Services in whole or in part.
3.2 Notwithstanding the suspension or termination of the Services, the Client shall remain liable:
3.2.1 to pay all outstanding charges owing to the Service Provider which have been incurred by the Client prior to suspension or termination (as applicable), in addition to any penalty interest and collection costs (including legal costs on a solicitor/client basis and/or indemnity basis);
3.2.2 for any breach of any of these Terms and for the Client's obligations to the Service Provider under these Terms.
3.3 Following termination of the Services, the Client will return or destroy any confidential information relating to the Service Provider.
3.4 Termination of the Services will not affect the provisions of these Terms which are intended to continue, or should reasonably continue, after termination (including, in respect of the Client, clauses 3, 6 and 9).
4.1 The price for the Services shall be at the sole discretion of the Service Provider and can be varied at any time by notice to the Client.
4.2 The Client is responsible for the payment of all charges as agreed from time to time in writing by the Service Provider. In the absence of any such written agreement, the Client is liable to make payment for the charges as set out on the Service Provider's website (as updated from time to time in accordance with clause 4.1).
4.3 Unless otherwise expressly agreed in writing with the Client, payment for the Services shall be made by way of direct debit from the Client's nominated bank account in full on or before the 20th day of the month following the date of the invoice.
4.4 The Client shall reimburse the Service Provider for any expenses, disbursements and legal costs incurred by the Service Provider in the enforcement of these Terms, including any reasonable solicitors fees (on an indemnity and/or solicitor client basis) and debt collection agency fees.
4.5 Receipt of a cheque, bill of exchange or other negotiable instrument shall not constitute payment until such negotiable instrument is paid in full and/or, in the event of any credit card chargeback, charged to the Service Provider. The Client shall reimburse the Service Provider for such chargeback made to the Service Provider's account howsoever the chargeback has arisen.
5.1 The Client acknowledges that the information provided by the Service Provider may represent or be based on information provided to the Service Provider from third parties (including the MED, the Ministry and the NZTA), public registers or publicly available information sources. To the extent that the information is so provided, the Service Provider shall take all reasonable steps to accurately transcribe information into the Services. Whilst every reasonable effort shall be made by the Service Provider to ensure that the information available is accurate and complete, the Service Provider, its officers, directors, shareholders, employees and agents shall not be liable for the accuracy or completeness of the information provided to and/or by the Service Provider, including information provided by third parties (including the MED, the Ministry and the NZTA), public registers or publicly available information sources. The Client, when acting upon the information, does so entirely at its own risk and ought to make its own inquiries to verify the accuracy of the information and to ensure that the information sought is suitable for the purpose to which the Client is to put the information.
5.2 The MED, the Ministry and the NZTA, as suppliers of information to the Service Provider, shall not be liable to the Client in respect of any costs, losses, expenses or damage of any kind arising out of any use of, or reliance on, the information provided to the Client by the Service Provider that came from the MED, the Ministry and the NZTA (as applicable).
5.3 The Service Provider shall not be liable to the Client in respect of any costs, losses, expenses or damage of any kind suffered or incurred by the Client (including, but not limited to, consequential or economic loss) arising out of or relating inter alia to:
5.3.1 the supply of the Services to the Client, or
5.3.2 the delay in supplying or the failure to supply the Services to the Client, or
5.3.3 The misuse of the Client's login IDs and passwords by any third party.
5.4 The Service Provider is under no obligation to supply the Services and is dependent upon the availability of services from various governmental and private agencies (including the MED, the Ministry and the NZTA). The Service Provider shall not be liable if the Services or part of the Services are delayed, suspended and/or unavailable, either temporarily and/or permanently, and whether as a result of an act and/or omission by the Service Provider and/or any third party.
5.5 In the event of any outage and/or unavailability of the Services, the Service Provider has no obligation to provide alternative access by any other means.
5.6 While the Service Provider shall use all reasonable efforts to ensure a secure environment for the transmission and storage of information, the Service Provider accepts no liability for any security breached, including without limitation, security breaches resulting from computer hackers, unlawful entry, unauthorised access, theft, disgruntled employees and other fraudulent acts.
6.1 The Client warrants that the information and Services provided by the Service Provider to the Client will be utilised by the Client for lawful purposes only. The Client will indemnify the Service Provider against all claims of any kind whatsoever arising from the use by the Client of such information and Services (including but not limited to any claims made pursuant to the Privacy Act 1993).
6.2 The Client warrants that it will keep secure and confidential all system login IDs and passwords and will not disclose them to any other party without the express written permission of the Service Provider. If the Client does disclose any confidential information to another party without the express written permission of the Service Provider, the Client will immediately notify the Service Provider of such disclosure (whether having occurred inadvertently or otherwise). The Client will be liable for any losses, costs, or damages whatsoever that arise from the disclosure of the confidential information by the Client (including but not limited to all consequential, economic and direct and indirect losses, collection costs and legal costs on a solicitor-client/indemnity basis).
6.3 The Client warrants that it will not alter, disassemble, rent, lease, re-sell, sublicense, lend, assign or transfer the Data in any way whatsoever, except as expressly authorised by these Terms or with the express written consent of the Service Provider.
6.4 In obtaining information from the Services, the Client must:
6.4.1 prior to submitting a Fine Status inquiry, obtain express consent from the query subject to the submission of the inquiry (which inquiry will include certain information about the query subject); and
6.4.2 prior to submitting a Drivers Licence inquiry, obtain express consent from the Personal Drivers Licence holder to the submission of the inquiry (which inquiry will include certain information about the Personal Drivers Licence holder); and
6.4.3 keep all records relating to consents obtained from Personal Drivers Licence holders and Fine Status query subjects and provide them to the Service Provider upon request; and
6.4.4 submit each inquiry in accordance with the Service Provider's instructions.
6.5 The Client indemnifies the Service Provider, its agents, servants and employees against any direct, indirect or consequential losses, costs and/or expenses arising out of any act and/or omission of the Client and/or any breach of these Terms by the Client or any agent, employee or third party acting on behalf of the Client (this indemnity shall include the payment of all legal costs on a solicitor/client and/or indemnity basis).
6.6 The Client shall use best endeavours to ensure that any information or data it submits to the System for the purposes of the Services shall be accurate and error free and otherwise suitable for the purposes intended.
6.7 The Client shall promptly report to the Service Provider any faults, failures, errors or omissions that it becomes aware of in respect of the Data, the Services or System.
7.1 The Data supplied to the Client by the Service Provider may not be reproduced or copied in any form whatsoever without the prior written consent of the Service Provider. The Client shall take all reasonable steps to protect the Data from unauthorised use, reproduction, distribution or publication.
7.2 The Client acknowledges that the terms "Vehicle Information Report", "VIR", "Redbook" and "MotorWeb" are trademark brands owned by or licensed to the Service Provider. The look and feel of the Services and the Service Provider's website is Copyright © 2000 - 2012 all rights reserved. The Client may not duplicate, copy, or reuse any portion of the HTML/CSS or visual design elements without express written permission from the Service Provider. The Service Provider either owns or holds a license to all intellectual property rights associated with the concept and method of compilation and packaging of the Services.
7.3 Subject to its legal obligations and commercial obligations to government departments, the Service Provider may make data available relating to the Client for the purpose of statistical analysis on a case by case basis.
7.4 Nothing in Clause 7.1 shall be deemed to prevent the Client from retaining a copy of any report that the Client may have obtained from the Service Provider for the Client's own internal use.
8.1 The Client and the Service Provider are independent contractors and nothing in these Terms shall, or shall be deemed to, constitute an agency, partnership, joint venture, employment or other relationship between the Client and Service Provider.
8.2 Access to the Services will be via a communication method agreed by both parties. The Client will be responsible for any communication costs incurred relating to the Client's access to the Services. Communication costs incurred by the Service Provider in providing the Services to the Client shall remain the responsibility of the Service Provider.
9.1 The Client shall at all times comply with the Service all relevant provisions of the Privacy Act 1993 (including, but not limited to, holding the appropriate authorisations on behalf of all individuals as required).
9.2 If, in the Service Provider's opinion, the Client has not complied with any provisions of the Privacy Act 1993, the Service Provider may terminate the Services immediately.
9.3 The Service Provider shall be entitled to carry out an audit of the Client's records at any time pertaining to the information obtained by the Client from the Service Provider.
9.4 Personal information will be collected from the Client for the management of the Client's account with the Service Provider.
9.5 The information collected by the Service Provider in accordance with clause 9.4 will be held by the Service Provider. The Client may access and correct any of its personal information held by the Service Provider at any time.
9.6 The information obtained from the Client may also be disclosed to third parties where necessary for the enforcement of the rights and obligations under these Terms, including the referral of any matter to a debt collection agency where the Client is in default of making any payment due pursuant to these Terms.
10.1 If the Client is acquiring these Services for purposes other than business, the Consumer Guarantees Act 1993 may apply and the minimum terms and warranties required by that Act are implied in those circumstances into these Terms.
10.2 If the Client is acquiring the Services for business purposes, the Consumer Guarantees Act 1993 will not apply.
11.1 All notices and invoices to be given under these Terms may be served or delivered personally or by posting to the last known address of the recipient, or by faxing to the last known fax number of the recipient, or by electronic transmission to the last known email address of the recipient.
12.1 Where there is a dispute arising under or in connection with these Terms, then the party raising the dispute shall give written notice to the other party informing it of the details of the dispute and the remedy sought, and shall refer this dispute to arbitration under the Arbitration Act 1996.
12.2 The dispute shall be determined by one arbitrator to be agreed upon by the parties or, failing agreement, by an arbitrator appointed by the President of the New Zealand Law Society.
12.3 The decision of the arbitrator shall be final and binding on both parties and the costs of any arbitration shall be borne as the arbitrator shall direct.
13.1 The Client shall not assign or transfer all or any of its rights or obligations under these Terms without the prior written consent of the Service Provider.
13.2 The Service Provider shall not be liable for any delay or failure to perform its obligations under these Terms if the cause of the delay or failure is beyond its control.
13.3 Failure by the Service Provider to enforce any of these Terms shall not be deemed to be a waiver of any of the rights or obligations the Service Provider has under these Terms.
13.4 The laws of New Zealand shall apply to these Terms.
13.5 Where there is a conflict or inconsistency between these Terms and the terms of an agreement between the Service Provider and the Client, then the terms of such agreement shall prevail to the extent of such conflict or inconsistency.
13.6 If any provision of these Terms is held to be invalid, void, illegal or unenforceable, then the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
13.7 These Terms and any other collateral agreement in writing signed by the Client and the Service Provider represent the entire agreement between the parties in relation to the provision of the Services. The Client acknowledges that it has not relied upon nor been induced to acquire the Services on the basis of any representations or other statements made by the Service Provider and its directors, employees, agents and contractors.
13.8 The Client accepts, and is bound by, these Terms by accessing the System and ordering a Service of any nature.
13.9 These Terms may be varied at any time by notifying users of the existence of the revised Terms through the Service Provider's website. The Client's continued access of the System and use of the Services after these variations constitutes the Client's agreement to such variations.