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
- You
will be
provided with instructions to help You access and
use OpenDoor.
You
must
only use OpenDoor in accordance
with those instructions.
-
-
You
must
at Your
own
cost:
- 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
- 2.2
have ongoing
access to the services of an internet service provider so long
as You
wish to
continue using OpenDoor.
- Your access
to OpenDoor is limited
to You.
Availability of the Service
- 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.
- 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
- You are
responsible for maintenance of the confidentiality and control of
all Security
Measures associated
with the use by You of
OpenDoor.
- You must
notify Us immediately
if OpenDoor stops working
for You.
- 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
- We may collect
personal information about You when
You
use
OpenDoor.
-
-
Information
may be collected in order to help Us:
-
11.1
with
Your
continued use
of OpenDoor;
-
11.2
to
determine whether Security Measures
need to be
altered in respect of Your use of
OpenDoor;
and
-
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.
- Information
collected may also be used by Us for reporting
and statistical purposes.
- 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.
- Nothing in
clause 14, limits any rights and remedies We may have under
statute or under the general law.
- Your use of
OpenDoor
may not be
transferred to any other person without Our prior written
consent.
- 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.
-
-
You
are
responsible for ensuring that You do not
transmit across or submit to OpenDoor any material,
data or information that:
-
18.1
infringes the
intellectual property rights of any person;
-
18.2
is
obscene, offensive, upsetting, defamatory, or unsuitable for people
under the age of 18 years; or
-
18.3
breaches the
Fair Trading Act 1986 or any other statute, regulation or rule of
law.
- 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.
- 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.
- 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
- 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.
- 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
- 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.
- 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.
- 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
- 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.
- 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.
- 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.
- 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.
- 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.