End user License Agreement

OpenDoor End User License OpenDoor is offered to You to provide on-line access to certain data and files relating to our commercial motor insurance business, including use of certain features in OpenDoor. Upon acceptance of the following terms You may use OpenDoor.

These terms and conditions form the Agreement between Us and You, and relate solely to the provision and use of OpenDoor.

Definitions

"Compromise" means a suspected or actual loss, disclosure, unauthorised use or loss of control over the Security Measures. For the purposes of this definition. Compromised has a similar meaning;

"Notice" means notice sent to You either by post, fax or e-mail at Your last contact address, fax number or e-mail address known to Us;

"OpenDoor" means the website and all ancillary software connected to OpenDoor which provides the on-line access to and use of certain features of Ontuit;

"Ontuit" means Our operating system and all associated software which contains information relating to Our commercial motor insurance business as accessed by OpenDoor;

"Password" means the exclusive code known only by You and recognised by OpenDoor;

"Security Measures" means logon names, Passwords, private keys used in relation to OpenDoor or other measures provided to You by Us from time to time to enable access or continued access to OpenDoor;

"Your Obligations" means those obligations which apply to You;

"You" means the person who is applying to become a user of OpenDoor. For the purposes of this definition Your has a similar meaning;

We means Zurich Australia Insurance Limited, an Australian company carrying on business in New Zealand as "Zurich New Zealand". For the purposes of this definition Us and Our have a similar meaning;

"Working Day" means a day (other than a Saturday or Sunday) on which registered trading banks are open for business in Auckland; and

 

Access and Use

  1. You will be provided with instructions to help You access and use OpenDoor. You must only use OpenDoor in accordance with those instructions.
    1. You must at Your own cost:
    2. 2.1 provide all equipment and all software necessary to access the internet and pay for the maintenance of Your own equipment and software; and
    3. 2.2 have ongoing access to the services of an internet service provider so long as You wish to continue using OpenDoor.
  3. Your access to OpenDoor is limited to You.

Availability of the Service

  1. OpenDoor is normally available between the hours of 8:30am to 5:00pm on each Working Day. The availability of OpenDoor outside of these hours or Working Days will be as designated by Us.
  2. We reserve the right to:
5.1 withdraw the whole or any part of OpenDoor; or

5.2 suspend OpenDoor in whole or in part,

in circumstances where We determine a breach of security has occurred or that a security system has failed which has or could compromise the integrity or security of Our system, until We determine such security breach or failure has been rectified.

Security

  1. You are responsible for maintenance of the confidentiality and control of all Security Measures associated with the use by You of OpenDoor.
  2. You must notify Us immediately if OpenDoor stops working for You.
  3. You must notify Us as soon as You become aware that any of the Security Measures used or available to You and other users of OpenDoor in Your office, have been Compromised, or if You are aware of circumstances which give rise to a risk where Security Measures have been Compromised. You agree to notify and provide Us with full details of any investigation of any suspected or actual Compromise of any of those Security Measures.

Passwords

9. At all times You must:

9.1 choose a Password, as directed by OpenDoor, that must not relate to any readily accessible data such as Your name, birth date, address, telephone number, driver's licence, vehicle licence plate or passport number;

9.2 not disclose Your Password to any person, including any other authorised user of OpenDoor;

9.3 change Your Password on a regular basis as directed by Us via OpenDoor; and

9.4 not enable any auto-complete or pre-populating feature available in any browser.

Privacy

  1. We may collect personal information about You when You use OpenDoor.
    1. Information may be collected in order to help Us:
    2. 11.1 with Your continued use of OpenDoor;
    3. 11.2 to determine whether Security Measures need to be altered in respect of Your use of OpenDoor; and
    4. 11.3 to advise You of changes to the service provided by OpenDoor or the general terms and conditions which apply to Your use of OpenDoor.
  3. Information collected may also be used by Us for reporting and statistical purposes.
  4. You have rights of access to and correction of Your personal information in accordance with the Privacy Act 1993.

Your obligations to Us

14. You will indemnify Us and keep Us fully indemnified against all actions, proceedings, losses, liabilities, damages, costs and expenses (including all legal costs and expenses) which We may incur, suffer or become liable for as a result of:

14.1 Your breach of this Agreement;

14.2 Your intentional misuse of OpenDoor;

14.3 Your negligent acts, errors or omissions; or

14.4 any claim, suit, action or proceeding brought by a third party against Us as a result of any of the matters set out in clauses 14.1 to 14.3 (inclusive) above,

except to the extent that We are entirely at fault.

  1. Nothing in clause 14, limits any rights and remedies We may have under statute or under the general law.
  2. Your use of OpenDoor may not be transferred to any other person without Our prior written consent.
  3. You are responsible for maintaining anti-virus measures commonly in place from time to time. We are not responsible for any loss or damage caused by Your failure to provide and maintain adequate anti-virus measures.
    1. You are responsible for ensuring that You do not transmit across or submit to OpenDoor any material, data or information that:
    2. 18.1 infringes the intellectual property rights of any person;
    3. 18.2 is obscene, offensive, upsetting, defamatory, or unsuitable for people under the age of 18 years; or
    4. 18.3 breaches the Fair Trading Act 1986 or any other statute, regulation or rule of law.
  5. You may not publish, disclose or otherwise make available in whole or part any information relating to the functionality or operation of OpenDoor in any form to anyone except Us.
  6. You must not allow any competitor of Ours to view OpenDoor or material on Ontuit or otherwise make available Ontuit material sourced via OpenDoor to them or explain the functionality of OpenDoor to any direct or indirect competitor of Ours, including Our successors, whether verbally or by screen dump or by taking any personal computer on which OpenDoor is accessible or by any other means whatsoever.
  7. You will not copy, translate, adapt, reverse, tamper with or modify any part of OpenDoor or download or pass on any material or information (including screen dumps or screen prints and the like) either for Your own use or for other any other party, other than Your clients™ claims information which is for the express use of Your relevant client™s business.

Our obligations to You

22. In consideration of You accepting the terms of this Agreement We will:

22.1 endeavour to maintain OpenDoor in good operational condition throughout the term of this Agreement;

22.2 assist You to understand the operational requirements and any protocols adopted from time to time for the use of OpenDoor; and

22.3 comply with all statutory and regulatory requirements imposed on Us regarding the implementation and functionality of OpenDoor.

Our Obligations to Each Other

23. We and You will co-operate and assist each other in the performance of our respective obligations under this Agreement and bring to each other™s attention any concerns or difficulties experienced with regard to the application of OpenDoor with the intent being to identify areas of improvement in the application of OpenDoor as between us.

Our Liability

24. We will not be liable for any damages, losses, liabilities, costs or expenses caused by:

24.1 any exercise of any right, remedy or discretion which We are entitled to exercise;

24.2 anything for which You accept responsibility or liability under these OpenDoor terms and conditions;

24.3 any Compromise or Security Measures used or available to You in the absence of proven negligence or wilful default on Our part;

24.4 device malfunction or loss or corruption of Your data or records or loss or corruption to Your computing resources, software, or other information technology infrastructure;

24.5 any indirect, special consequential, incidental, reliance or punitive damages, losses, liabilities, costs or expenses; or

24.6 loss of revenue, loss of business or business opportunities, profits, anticipated savings, reputation or goodwill,

except to the extent of Our obligations under statute to provide compensation in the circumstances prescribed by such statute or statutes.

Term and Termination

  1. This Agreement will come into force on Your acceptance of the terms contained in this Agreement and remain in force until terminated by either party.
  2. You may terminate this Agreement at any time by notice to Us, in which case We will remove Your access to OpenDoor.

Intellectual Property

27. You acknowledge that:

27.1 We own all intellectual property rights in all material provided in Ontuit and OpenDoor or licensed to You pursuant to this Agreement including the copyright in all source and object codes, software and screen displays, associated documentation and packaging, trade names or trade marks, patents, registered designs confidential information and trade secrets, and will not during or at any time after the termination of this Agreement in any way question or dispute the ownership by Us of such rights.

27.2 You will not use OpenDoor as part of any new invention, design or process developed or created by Us or any other party.

Dispute Resolution

  1. If any dispute arises between Us and You concerning this Agreement (including any dispute as to breach or termination of this Agreement) then without prejudice to any other right or entitlement either party may have under this Agreement or otherwise, we will mutually explore whether the dispute can be resolved by the use of the alternative dispute resolution technique of mediation.
  2. If the dispute is not resolved within 30 days of the date the dispute was first notified to Us or You, We and You will submit to the arbitration of a sole arbitrator appointed jointly by Us and You, and if one cannot be agreed upon, to an arbitrator appointed by the President for the time being of the New Zealand Law Society or his or her nominee. In either case, the arbitrator will not be a person who has participated in any informal dispute resolution procedure in respect of the dispute.
  3. Such arbitration will be final and binding on Us and You and will be determined in accordance with the Arbitration Act 1996 and the law of New Zealand.

Miscellaneous

  1. Where You operate a business (or have held out as doing so), You agree the rights and remedies otherwise available to You under the Consumer Guarantees Act 1993 in respect of Your use of OpenDoor, will not apply.
  2. We will not be liable for any act or failure to act, if the act arises directly or indirectly from any cause beyond Our control which We could not reasonably anticipate. We will use reasonable endeavours to mitigate the cause on the performance of Our obligations under this Agreement.
  3. Failure on Our part to enforce any of the terms of this Agreement will not be construed as a waiver by Us of such terms or a waiver of the right to enforce those terms at a later time.
  4. We reserve the right to change any of the terms of this Agreement on not less than 30 days prior notice. Notice of any change to these terms will be advised to You via OpenDoor.
  5. This Agreement constitutes the entire understanding and agreement between Us and You and is governed, and is to be construed, in accordance with New Zealand law.