Bulk Data Access Agreement

Introduction

The party on whose behalf this Agreement is entered into (“you”, “your”) agrees to accept and use the New Zealand Companies Office (“Companies Office”, “the Registrar”, “we”, “us”, “our”) registers via Bulk Data files (“Bulk Data”), which the Companies Office will provide upon acceptance of your registration as a user, on the terms and conditions of this Agreement.

1. About Bulk Data

1.1 Bulk Data is a series of files containing all the publicly available information for New Zealand registered businesses, including companies, public sector and unincorporated entities (sole traders, partnerships and trusts).

1.2 These files are updated monthly, and are available to download for free anytime once access is approved.

1.3 We currently offer the following file types in the following formats;

  • Companies — XML
  • Companies — JSON
  • Public Sector Entities — JSON
  • Unincorporated Entities (Sole Traders, Partnerships, Trusts) — JSON

1.4 Use of the Bulk Data is governed by this Agreement.

2. Acceptance of Agreement

2.1 When requesting access to Bulk Data, you agree that;

  1. You will ensure that all information required to be submitted for the purpose of such a request is full and accurate, and that that information is submitted honestly and in good faith.
  2. Where you are making a request on behalf of an organisation, you have authority to agree to these terms and conditions on behalf of your organisation.
  3. By requesting access to Bulk Data you agree to be bound by this Agreement. Companies Office may amend or replace any of the provisions of this Agreement at any time. Please review the terms and conditions of this Agreement regularly, a copy of the latest Agreement will be made available on the Companies Office Data Services website.

3. Definitions used in this Agreement

3.1 In this Agreement, unless the context requires otherwise, words beginning with capital letters must be interpreted by reference to the use of those words as they appear in bold on the front page and as set out below:

Agreement means this document entitled Bulk Data Access Agreement, which comprises these standard terms and conditions and any Schedules, and any replacement or additional terms and conditions published on the Companies Office Data services website from time to time.

4. Licence and restrictions on use of the Bulk Data

4.1 Subject to the terms of this Agreement, Companies Office grants you a non-exclusive, non-transferable, non-sublicensable, royalty-free licence to use Bulk Data for research and business purposes. We do not transfer any ownership rights in the Bulk Data and we reserve all rights not expressly granted.

4.2 Without limiting clause 11.1(b), you must ensure that you do not use Bulk Data in a way which is contrary to any relevant legislation, including but not limited to the legislation under which Companies Office Registers are established and administered, and the Privacy Act 1993 in relation to any personal information contained in the Bulk Data.

4.3 For the purpose of ensuring your compliance with your responsibilities under this Agreement, you acknowledge and agree that we may audit or track your use of Bulk Data from time to time. And you agree to respond within three working days to any reasonable request made to you by Companies Office for information relating to your compliance with your responsibilities under this agreement.

4.4 Your other responsibilities

You must:

  1. report any faults, failures, errors or omissions in respect of the Bulk Data content directly to Companies Office; and
  2. not engage in any illegal or offensive behaviour using the Bulk Data content.
  3. not use Bulk Data for direct marketing purposes or the creation of direct marketing lists for on-sale to other parties.
  4. not share, give access to or provide the Bulk Data dataset to any unauthorised person.
  5. not use or display any Bulk Data content on any Excluded Website, see Schedule 1.
  6. not knowingly use or attempt to use Bulk Data for any unlawful or fraudulent purpose.

4.5 Any fee you charge your clients for data that can be obtained for free directly from Companies Office registers must be a reasonable fee.

5. The Registrar’s Discretion

5.1 You acknowledge that the Registrar may, in their sole discretion, decide not to release Bulk Data to you including, but not limited to, as a result of a previous breach or breaches of this Agreement.

6. Security

6.1 You must:

  1. ensure that
    1. no third party or unauthorised employee, agent or contractor, gains access to, and/or uses, the Bulk Data, and
    2. no other interference with the Bulk Data occurs (Unauthorised Use);
  2. effect and maintain security measures to prevent (i) Unauthorised Use occurring and (ii) any loss or damage to Companies Office arising from the occurrence of Unauthorised Use;
  3. notify Companies Office immediately if you become aware of any Unauthorised Use and, at your cost, take any action which is necessary or which Companies Office may require to prevent any further Unauthorised Use occurring and any loss or damage to Companies Office arising from any Unauthorised Use;
  4. notify Companies Office immediately of any claims by a third party in relation to your use of the Bulk Data; and
  5. advise Companies Office promptly of any unauthorised disclosure of your Bulk Data login.
  6. maintain a list of individuals within your organisation authorised to access the Bulk Data.
  7. not attempt to bypass any security mechanism in place on our systems,

6.2 You are fully responsible for the safekeeping of your Bulk Data logon and for all use of or access to the Bulk Data by anyone using your logon. You may not share your Bulk Data logon, or allow your logon to be used by anyone but the individuals within your organisation to whom they have been issued.

6.3 Your access to the Bulk Data may be reviewed by Companies Office from time to time to ensure compliance with this Agreement, and as a result may be suspended or terminated by Companies Office in accordance with clause 6.4.

6.4 Companies Office may monitor and log at all times any access and use of the Bulk Data files. Companies Office reserves the right to suspend or terminate your access to Bulk Data if;

  1. we believe through non-use you no longer require access to Bulk Data.
  2. we believe your use of Bulk Data exceeds the purpose of Bulk Data, in which case we may necessitate you consume the NZBN API service. More information about this service can be found here.

6.5 You agree that you are responsible for your own boundary management security and destructive/malicious software security, and will maintain these to meet best industry standards.

6.6 Companies Office is not responsible for faults which occur in your computer or communication equipment (including any software used or stored in them), or any part of the internet, because you use the Bulk Data incorrectly or because of any other event beyond our reasonable control.

6.7 If you become aware of a security violation or Unauthorised Use of the Bulk Data, you must immediately notify Companies Office, and on the request of Companies Office, immediately cease using the Bulk Data until any security violation has been rectified.

7. Support services

7.1 Support may be available for registered users of the Bulk Data by emailing support@nzbn.govt.nz.

8. Privacy

8.1 We will keep any information and data supplied by you to us secure in compliance with all applicable laws.

8.2 We may receive and collect information and data about and from you but we will not disclose that information or data to anyone else except to our authorised agents or where required or permitted by law or with your consent. You consent to us and our authorised agents and partners using your information for the purpose of providing the Bulk Data to you, or for auditing you to ensure your compliance with this Agreement. You authorise us and our authorised agents to collect all information we may require from any third parties and authorise those third parties to release that information to us and our authorised agents.

8.3 You have the right to review and request amendment of any additional personal information we hold about you by contacting us at support@nzbn.govt.nz.

9. Intellectual property rights

9.1 All title, ownership rights and intellectual property rights in the Bulk Data content remains the property of the New Zealand Government and/or the relevant New Zealand Ministry or agency.

9.2 Nothing in this Agreement grants you any right to use the Companies Office’s trade marks or logos.

9.3 All other intellectual property rights in and relating to Bulk Data, belongs to us or our licensors, including copyright, trademarks, patents, trade secrets and any other intellectual property or other proprietary rights.

10. Changes to this Agreement

10.1 We reserve the right, at our discretion, to change the provisions of this Agreement.

10.2 We also reserve the right to change any part or all of the Bulk Data content, or the configuration you must have to use the Bulk Data. Any material changes will be notified to you by emailing to you, however, no notice will be required for immaterial changes.

10.3 Your continued use of Bulk Data after a change made under this clause 10 will be subject to this Agreement and will constitute conclusive acceptance of that change.

11. Indemnity

11.1 Without any exclusion or limitation and to the fullest extent permissible by law, you hereby indemnify, hold harmless and defend Companies Office and each of its officers, employees, partners, agents and suppliers in respect of all damages, costs and expenses, including legal fees (on a solicitor and own client basis) and litigation expenses, arising out of or as a result of:

  1. any breach of this Agreement or otherwise in connection with your use of Bulk Data;
  2. any act or omission for which you are responsible at law;
  3. any information and data provided by you;
  4. your use of Bulk Data, including usage under 6.4;
  5. any infringement of the rights of any other person; or
  6. your suspension or termination of access to Bulk Data due to any breach of this agreement. 

12. Warranties & liability

12.1 You warrant to Companies Office that you have fully complied with, and shall continue to comply fully with, all applicable laws and regulations.

12.2 To the maximum extent permitted by law, Companies Office excludes all liability to you for any loss or damage howsoever arising out of or in connection with this Agreement, including but not limited to any liability arising in relation to the MBIE Content or any virus or other contamination or any unavailability of MBIE Content.

12.3 Nothing in this Agreement prevents Companies Office from seeking injunctive relief before an appropriate court.

12.4 If we breach any of our obligations under this Agreement or if you become dissatisfied with Bulk Data, your sole and exclusive remedy is to terminate this Agreement in accordance with clause 15.

13. Disclaimer

13.1 To the fullest extent permissible by law, Bulk Data and all related materials, are provided:

  1. on an “as is” and “as available” basis;
  2. at your sole risk; and
  3. without representations or warranties of any kind, either express or implied, and all warranties, whether express or implied, are excluded, including but not limited to implied warranties of merchantability and fitness for a particular purpose.

13.2 We do not warrant that the Bulk Data files will be continuously available or error-free, or that defects will be corrected. We will use all reasonable endeavours to keep our systems and the Bulk Data files free of viruses by using industry standard virus checking programs but do not otherwise warrant that Bulk Data will be free of viruses or other harmful components.

13.3 Under no circumstances (including, but not limited to negligence) will Companies Office or its officers, employees, partners, agents or suppliers, be liable for:

  1. your reliance on the Bulk Data;
  2. any inaccuracy or incompleteness of or any change to Bulk Data; or
  3. any direct, incidental, special, consequential, indirect or punitive damages, including loss of use, loss of data, loss of profits, loss of business, loss of anticipated savings, or loss of goodwill, that result from the use of, or the inability to use, the Bulk Data, or that otherwise arise in relation to Bulk Data.

13.4 If you are using Bulk Data for the purposes of a business then you agree that you are acquiring the Bulk Data in trade and you agree that the provisions of the New Zealand Consumer Guarantees Act 1993 do not apply to any such use or any reliance on the Bulk Data and that such exclusion is fair and reasonable. Subject to this clause 13.4, nothing in this Agreement is otherwise intended to limit the rights of a “consumer” under the Consumer Guarantees Act 1993 where that Act applies, and the terms of this Agreement are to be modified to the extent necessary to give effect to this intention. This provision will survive termination or expiration of this Agreement.

14. Breach of this Agreement

14.1 If you breach any term of this Agreement or any other term relating to your use of Bulk Data, we may, at our discretion:

  1. require you to remedy such breach;
  2. remove any information or data causing or relating to the breach;
  3. suspend or terminate (at our discretion) access to all or any part of the Bulk Data files; or
  4. take any other action appropriate to remedy such breach.

15. Term and termination

15.1 This Agreement will continue until terminated under this clause 15.

15.2 Either party may terminate this Agreement immediately upon written notice to the other party.

15.3 Companies Office may suspend or terminate Bulk Data files, this Agreement, the licence granted under clause 4 or your access to the Bulk Data at any time without liability.

16. Effect of termination

16.1 All licences granted under or pursuant to this Agreement will end and you will not be authorised to use the Bulk Data after termination of this Agreement.

16.2 You must immediately cease using the Bulk Data and destroy or remove all API content from all your hard drives, networks and other storage media, and from the Customer Site.

16.3 We will continue to hold your information and data provided to us for a period of no longer than 90 days following termination.

16.4 Clauses 11, 12, 16, and 17 survive termination of this Agreement.

17. General

17.1 You may not assign, charge, sublicense or otherwise deal with your rights or obligations in this Agreement in whole or in part to any third party without the written consent of Companies Office which must not be unreasonably withheld.

17.2 Any unlawful provision in this Agreement will be severed, and the remaining provisions enforceable, but only if the severance does not materially affect the purpose of, or frustrate, this contract.

17.3 You acknowledge that when entering into this Agreement, you will not be infringing any of your policies and rules for use of Information and Communications Technology systems and resources.

17.4 Any failure or delay by either party in exercising its rights under any provisions of this Agreement will not be construed as a waiver of those rights at any time now or in the future.

17.5 This Agreement supersedes all prior agreements, arrangements and understandings between the parties concerning its subject matter.

17.6 Each of the parties acknowledges that it has not relied on any statement made by the other in the course of entering into this Agreement.

17.7 This Agreement is governed by, construed and takes effect in accordance with the laws of New Zealand and the courts in New Zealand will have non-exclusive jurisdiction to settle any claim or dispute which may arise out of or in connection with this Agreement. 

Schedule 1 — Excluded websites

The Bulk Data content may only be displayed on websites that do not fall into any one or more of the categories listed below. A site will be deemed to fall within one of the following categories where there is a material and prominent section of the site that falls within such category.

  1. Sites that incite hatred whether based on race, religion, gender, sexuality or otherwise, or promote encourage or facilitate anti-social behaviour;
  2. Sites that promote, encourage or facilitate violence;
  3. Sites that promote, encourage or facilitate terrorism or other activities that risk New Zealand national security;
  4. Sites that discriminate against any specific social group or otherwise exploit vulnerable sections of society;
  5. Sites that promote, facilitate or encourage illegal activity;
  6. Sites which are misleading, pornographic, defamatory, or that contain illegal, or otherwise actionable content under New Zealand law; or
  7. Sites which infringe individual privacy.

Last updated: 11 November 2019