1. Agreement structure and order of precedence
1.1 The Data Procurement Schedule executed by the Parties and these General Online Terms constitute a contract between the Parties (together, the Agreement).
1.2 If there is any inconsistency between the parts of an Agreement, the Data Procurement Schedule will prevail (but only to the extent of any such inconsistency).
2. Term
2.1 This Agreement will commence on the Commencement Date and will continue for the Initial Period. Thereafter, this Agreement will automatically renew for subsequent Renewal Periods unless terminated in accordance with the terms of this Agreement.
3. Licence and restrictions
3.1 The Supplier hereby grants to Cotality a non-exclusive, transferable, sublicensable, irrevocable, worldwide, perpetual, royalty free licence to access, use, reproduce, modify, adapt, publish, make derivative works from, re-sell and commercialise the Licensed Data for the Permitted Purpose.
3.2 The Parties acknowledge and agree that:
(a) prior to the date of this Agreement, the Supplier may have supplied data to Cotality which substantially meets the Data Description of the Licensed Data; and
(b) in these circumstances, any such data is Licensed Data and the terms and conditions set out in this Agreement, including the grant of licence set out in clause 3.1, apply to the ongoing use and retention of that data.
3.3 Upon termination or expiry of this Agreement the Supplier will not be required to deliver any Licensed Data to Cotality, but Cotality is entitled to retain and use any Licensed Data supplied prior to the termination or expiry of the Agreement in accordance with clause 3.1.
4. Delivery of licensed data
4.1 The Supplier agrees to deliver the Licensed Data to Cotality in the manner and at the frequency set out in the Data Procurement Schedule.
5. Consideration
5.1 Cotality will provide the Supplier the Consideration in accordance with the Data Procurement Schedule. If the Consideration is the payment of fees, Cotality will pay Supplier those fees within 30 days of the date of the Supplier’s tax invoice, unless otherwise specified in Item 7 of Section 2 of the Data Procurement Schedule.
5.2 Except as expressly provided for in the Data Procurement Schedule, all fees are GST exclusive. If provision of the Licensed Data is subject to GST, Cotality will pay the Supplier an additional amount equal to the relevant fee multiplied by the applicable GST rate. Such additional amount is payable at the same time as the fee following provision of a valid tax invoice by the Supplier.
6. Supplier warranties
6.1 The Supplier acknowledges and agrees that:
(a) it will provide the Licensed Data with all due care and skill and to the standards of a supplier experienced in providing the same or similar services;
(b) it will take reasonable steps to ensure the Licensed Data is free of all publicly known Malware;
(c) subject to clause 8, the Licensed Data will meet the Data Description; and
(d) the Supplier will comply with all Laws in the performance of its obligations under this Agreement and the collection, disclosure and delivery of the Licensed Data;
(e) the Delivery Method is suitable, sufficient and appropriate for the delivery of the Licensed Data.
6.2 The Supplier represents and warrants that:
(a) it has the right to grant the licence set out in clause 3 in and to the Licensed Data;
(b) its licensing of the Licensed Data for the Permitted Purpose does not breach any Law; and
(c) use of the Licensed Data by Cotality in accordance with the terms of this Agreement will not:
(i) infringe upon any person’s rights including, without limitation, Intellectual Property Rights and Moral Rights;
(ii) result in a breach of any Law, including any Privacy Laws or clause 13; or
(iii) constitute a misuse of any person’s Confidential Information or breach of clause 12.
7. Mutual warranties
7.1 Each Party warrants and represents to the other on a continuing basis that:
(a) it has the full legal capacity, power and authority to enter into this Agreement;
(b) it is able and willing to perform the obligations pursuant to this Agreement;
(c) this Agreement is legally binding on it and enforceable against it;
(d) its duly authorised Representatives are properly authorised; and
(e) unless otherwise stated, it enters into this Agreement on its own behalf and not as a trustee of any trust or an attorney.
8. Exclusion of data
8.1 Cotality acknowledges that the Supplier may collect or procure Licensed Data from third parties, including individuals (Third Party Data Providers).
8.2 The Supplier must, during the Term, ensure it:
(a) obtains and maintains all licences, approvals and consents (including consents to use Personal Information) from any Third Party Data Providers as necessary to enable the Supplier to license the Licensed Data to Cotality, and Cotality to use the Licensed Data for the Permitted Purpose; and
(b) preserves its rights (existing and future) in relation to the Licensed Data, and does not deal with those rights in any way inconsistent with its obligations under this Agreement.
8.3 If a Third Party Data Provider has not given or withdraws its licence, approval or consent to the licensing or use of any data provided by that Third Party Data Provider (Third Party Data), the Supplier must promptly notify Cotality, and exclude only that Third Party Data from the Licensed Data licensed and delivered to Cotality.
8.4 If it is illegal for the Supplier to license any Licensed Data to Cotality, the Supplier must promptly notify Cotality and exclude only that offending data from the Licensed Data licensed and delivered to Cotality.
8.5 Cotality must promptly remove any of the Licensed Data delivered to it by the Supplier under this agreement from its records and systems:
(a) if a third party has a valid claim which would prevent Cotality using that the Licensed Data and that third party or any other person, has notified the Supplier or Cotality in writing of that claim; or
(b) on written notice from the Supplier if it is illegal for Cotality to use that the Licensed Data.
8.6 The Supplier must give Cotality at least 120 days’ written notice if it is ceasing to supply any Licensed Data under this clause, or a shorter period only if necessary to comply with Law or due to changes in the terms of an agreement with, or the supply of data by, a Third Party Data Provider.
8.7 If the Supplier ceases to supply any Licensed Data in accordance with this clause and the reduction in the provision of Licensed Data is more than immaterial, Cotality may, at its election:
(a) notify the Supplier of its proposed reasonable adjustment to the Consideration to reflect the reduction in scope or value of the Licensed Data provided to Cotality by the Supplier, and if agreed by the Supplier within 5 Business Days (acting reasonably) the adjustment (including any refund of prepaid fees) will take effect within 5 Business Days of agreement or as otherwise agreed by the parties; or
(b) terminate this agreement (together with the supply of any Cotality data, if the Consideration is the supply of Cotality Services) on 30 days’ written notice to the Supplier if the reduction in the provision of Licensed Data is material, or if the parties are unable to agree an adjustment to the Consideration under clause 8.7(a).
9. Indemnity
9.1 The Supplier accepts liability and fully indemnifies Cotality, and will keep Cotality fully indemnified, from and against any Claims or Losses (including as a result of any third party Claim against Cotality) which Cotality may suffer or incur arising directly or indirectly out of or in connection with the Supplier’s breach of any of the warranties set out at clause 6.2 of this Agreement.
9.2 The indemnity given by the Supplier in clause 9.1 is reduced to the extent that Cotality contributes to the Losses suffered or incurred.
9.3 To the maximum extent permitted by Law, in no event (other than for liability arising under clause 9.1 of this Agreement) will either Party’s aggregate liability to the other Party exceed the greater of the amount of fees paid, payable or to be paid by Cotality or, where the Consideration is not fees, the value of the Consideration supplied to the Supplier by Cotality in the previous 12 months, save for any liability arising under clauses 12 (Confidentiality) or 13 (Privacy).
9.4 To the maximum extent permitted by Law, in no event will Supplier or Cotality be liable for any Consequential Loss (except to the extent arising from a Claim for which a party is indemnified under this Agreement).
10. Termination
10.1 The Supplier may terminate this Agreement with effect on the expiry of the Initial Period or Renewal Period by providing at least 90 days’ written notice to Cotality prior to the expiry of the Initial Period or Renewal Period (as applicable).
10.2 Cotality may terminate this Agreement at any time with effect on or after the expiry of the Initial Period by providing at least 60 days’ written notice to the Supplier, provided that notice provided prior to the expiry of the Initial Period will not be effective until the later of the expiry of the Initial Period or the 60 days’ notice period.
10.3 Either Party has the right to terminate this Agreement, by written notice to the other Party specifying the event or events in relation to which the notice is given, if the other Party commits a breach of this Agreement, and:
(a) the breach is material and not capable of being cured, or
(b) if the breach is capable of being cured and the defaulting Party fails to cure the breach within 30 days of being notified in writing of the breach by the Party giving the notice.
10.4 Either Party’s termination of this Agreement will be without prejudice to any other right or remedy that it may have, and will not relieve either Party of any obligation or liability which arose prior to the effective date of such termination.
11. Cotality Materials
11.1 Cotality is and remains the sole and exclusive owner of all rights, title and interest (including all Intellectual Property Rights) subsisting in the Cotality Materials. Cotality grants to the Supplier a non-exclusive, non-transferable, non-sublicensable, revocable, licence to use the Cotality Materials during the Term for the sole purpose of providing the Services or as expressly set out in the Data Procurement Schedule.
12. Confidentiality
12.1 Nothing in this clause 12 limits Cotality’s right to use the Licensed Data in accordance with this Agreement, including the licence granted under clause 3.1.
12.2 The Confidential Information of the Discloser must be kept confidential and must not be disclosed by the Recipient to any person or entity except:
(a) on a ‘needs to know’ basis to employees, officers, directors, agents, subcontractors and regulators of the Recipient requiring the information for the purposes of this Agreement and who are bound by confidentiality obligations no less onerous than those imposed in this clause 12;
(b) to professional advisors who are bound by the confidentiality obligations no less onerous than those imposed in this clause 12 and only to the extent necessary for the advisor to provide advice about matters relating to this Agreement;
(c) to the extent required by Law or the rules of any stock of securities exchange;
(d) to the extent required to do so in connection with legal proceedings or enforcing its rights relating to this Agreement; or
(e) as otherwise agreed in writing between the Parties.
12.3 The Recipient must not use the Discloser’s Confidential Information except as permitted under this Agreement and for the purpose of exercising its rights or performing its obligations under this Agreement.
12.4 Each Recipient must:
(a) comply with the reasonable directions of the Discloser in relation to the Discloser’s Confidential Information; and
(b) notify the Discloser immediately upon becoming aware
(i) of any breach of this clause 12; or
(ii) of any actual or suspected unauthorised disclosure of the Discloser’s Confidential Information, in which case the Recipient will take any action necessary to prevent or remedy any breach of the Recipient’s confidentiality obligations or other unauthorized disclosure of the Discloser’s Confidential Information; and
(c) in respect of any disclosure under clauses 12.2(c) or 12.2(d), limit disclosure to the extent reasonably necessary to satisfy the relevant Law, regulator, judicial body or Court.
12.5 The Parties acknowledge and agree this Agreement is confidential and neither Party may make press or other announcements or releases relating to this Agreement and the transactions the subject of this Agreement without the other Party’s prior written approval including as to the form and manner of the announcement or release, unless and to the extent that the announcement or release is required to be made by the Party by Law or by a stock exchange with which the Party is listed.
12.6 The Parties acknowledge that due to the unique nature of the Confidential Information, any breach by the Recipient of their obligations under this clause 12 could result in irreparable harm to the Discloser for which there may be no adequate remedy; and therefore, upon any such breach or threat thereof, the Discloser will be entitled to seek injunctive and other appropriate equitable relief (without the necessity of proving damages, or posting bond or other security), in addition to whatever remedies the Discloser may have at Law.
12.7 The Recipient must, promptly upon request (or in such other time frame as agreed) return or destroy (at the Discloser’s sole discretion), any Discloser Confidential Information in its possession or control. For clarity, this clause does not apply to the Licensed Data.
13. Privacy
13.1 The Supplier must not disclose or provide to Cotality any Personal Information as part of the Licensed Data other than as identified in the Data Procurement Schedule.
13.2 The Supplier must ensure that the Supplier and its Representatives will comply with all Privacy Laws in connection with Personal Information used, disclosed, stored or received in connection with this Agreement, even if it is not bound by those laws.
13.3 The Supplier warrants and agrees:
(a) it will collect, disclose, process, store and handle all Personal Information in accordance with the Privacy Laws applicable to the territory or territories where the Personal Information is collected, processed or stored; and
(b) if the Supplier submits Personal Information to Cotality, it has the consent of any relevant individual to use and disclose that Personal Information in accordance with relevant Privacy Laws.
14. Modern Slavery
14.1 The Supplier warrants that at the Commencement Date and until the termination of this Agreement:
(a) its conduct under or in connection with this Agreement shall not constitute Modern Slavery;
(b) its works are not a product of operations and/or supply chains in which Modern Slavery is taking place;
(c) it has thoroughly investigated its labour practises and the labour practises of the Supplier’s Associates to ensure that there is no Modern Slavery used in its business or the businesses of the Supplier’s Associates; and
(d) it has put in place all necessary processes, procedures, investigations and compliance systems and has taken (and will continue to take) all necessary actions and investigations to ensure that the warranties made in this clause 14.1 are valid and will continue to be valid at all times until the termination of this Agreement.
14.2 Without limiting the operation of any other clause in this Agreement, the Supplier must from the Commencement Date until the termination of this Agreement:
(a) comply with any Modern Slavery Law by which it and Cotality are bound;
(b) not do anything that will cause it, or Cotality, to breach any Modern Slavery Law;
(c) provide information as requested by Cotality from time to time and which is reasonably required by Cotality to comply with its obligations under Modern Slavery Law;
(d) inform Cotality as soon as is reasonably practicable of any risks or issues that it becomes aware of within its, or the Supplier’s Associates, operations and/or supply chains involving or in connection with Modern Slavery;
(e) comply with any code of conduct (or similar) and directions issued by Cotality and/or otherwise issued by a relevant Authority under Modern Slavery Law (and irrespective of whether or not such is expressed to be mandatory or voluntary) from time to time as notified to it by Cotality, including with respect to identifying, remediating and/or monitoring risks of Modern Slavery in its (and any entity that it owns or controls), or the Supplier’s Associates, operations and/or supply chains; and
(f) procure from the Supplier’s Associates contractual obligations similar to those contained in this subclause, to the reasonable satisfaction of Cotality.
14.3 The Supplier must provide all assistance and do all things reasonably required by Cotality to enable Cotality or any person engaged by Cotality to undertake any audit, checks or observations of the Supplier or the Supplier’s Associates engaged in connection with this Agreement, for the purpose of validating the Supplier’s compliance with this clause 14.
15. Force Majeure
15.1 Neither Party is liable for any breach of its obligations under this Agreement to the extent that the breach resulted from an event of Force Majeure provided that it:
(a) promptly notifies the other Party (with appropriate details); and
(b) takes all reasonable steps to work around or reduce the effects of the event of Force Majeure.
15.2 The Supplier agrees that Cotality’s obligation to provide Consideration is suspended for any period during which the Supplier is unable to provide the Licensed Data due to an event of Force Majeure.
15.3 If an event of Force Majeure continues for more than 30 days, either Party may terminate this Agreement by written notice to the other Party.
16. Notices
16.1 All notices hereunder will be in writing addressed to the Parties at the respective addresses as set out in Section 1 of the Data Procurement Schedule.
16.2 Notice will be deemed given:
(a) in the case of hand-delivered mail upon delivery;
(b) in the case of registered mail, upon written acknowledgment or receipt by an officer or other duly authorised employee, agent or representative or the receiving Party (such receipt not to be unduly delayed or withheld);
(c) in the case of ordinary mail on the fourth day after the date of posting; or
(d) in the case of email transmission upon completion of successful transmission.
16.3 A Party may change its address for service of notices under this clause by giving written notification of the new address to the other Party.
17. General
17.1 This Agreement constitutes the entire agreement between the Parties about its subject matter and supersedes all prior agreements, representations, statements, understandings and negotiations on that subject matter, whether verbal or in writing.
17.2 No variation of this Agreement will be binding unless it is in writing and signed by the Parties’ duly authorised Representatives. For clarity, written acceptance includes electronic acceptance such as by clicking “I agree” upon notification of any variation to the terms of this Agreement.
17.3 The Parties are fully responsible for any act or omission of any of their Representatives.
17.4 Neither Party may assign, transfer, novate, subcontract or otherwise dispose of any benefits, rights, liabilities or obligations under this Agreement without the other Party’s written consent, which will not be unreasonably withheld. Cotality is permitted to assign its interests, and novate its obligations (without recourse by the Supplier) under this Agreement by notice in writing to the Supplier in connection with a restructure of the Cotality group or a sale of all or part of Cotality’s assets, and the Supplier hereby consents to such assignment and novation.
17.5 Each Party agrees to do all things and sign all documents necessary or desirable to give full effect to the provisions of this Agreement and the transactions contemplated by it.
17.6 If any clause or part of any clause is held by a court to be invalid or unenforceable, that clause, or part of a clause, is to be regarded as deleted from this Agreement and this Agreement otherwise will remain in full force and effect. This clause has no effect if the deletion alters the basic nature of this Agreement or is contrary to public policy.
17.7 A Party’s failure or delay to pursue remedies for a default by the other Party does not amount to a waiver of any obligation of, or breach of obligation by, another Party. A waiver by a Party is only effective if it is in writing and only applies in respect of the particular obligation or breach which is specified in it.
17.8 Nothing contained or implied in this Agreement constitutes one Party the partner, agent, or legal representative of the other Party for any purpose or creates any partnership, agency or trust, and neither Party has any authority to bind the other Party in any way.
17.9 The rights and remedies provided in this Agreement are in addition to other rights and remedies given by Law independently of this Agreement.
17.10 This Agreement may be executed in a number of counterparts and all such counterparts taken together will constitute one and the same document.
17.11 This Agreement will be governed by and construed in accordance with the laws of New Zealand. Each Party submits to the non-exclusive jurisdiction of the courts of New Zealand.
18. Definitions
18.1 In these General Online Terms, unless the context requires otherwise, or unless otherwise provided in the Data Procurement Schedule:
Agreement means these General Online Terms and the Data Procurement Schedule.
Associates means those entities in the Supplier’s supply chains including those entities assigns, affiliates and their respective agents or contractors.
Claim means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature whatsoever arising and whether present or future, fixed or unascertained, actual or contingent whether at law, in equity, under statute or otherwise.
Commencement Date means the commencement date set out at Item 1 in a Data Procurement Schedule.
Confidential Information means all confidential, non-public or proprietary information (in any form) communicated or made available directly or indirectly by the discloser to the recipient before, on or after the date of this Agreement including such information which by its nature is confidential; is identified by either Party as confidential; or the other party knows, or ought to know, is confidential; and includes such information relating to or subsisting in:
(a) the terms of this Agreement, or the commercial arrangements between the parties;
(b) the business or other affairs of the discloser or its Related Bodies Corporate;
(c) the discloser’s Intellectual Property Rights, inventions, discoveries, know-how, trade secrets, ideas, concepts, systems, technology, databases, models, analytics, and documents;
(d) the discloser’s industrial, operational, and marketing knowledge,
(e) financial data, economic, pricing and commercial knowledge, including information about business operations, customers, employees or contractors relating to the discloser or its Related Bodies Corporate;
(f) in relation to Cotality: the Cotality Materials;
(g) in relation to the Supplier: the Licensed Data,
but does not include the Excluded Information.
Consequential Loss means:
(a) any special, indirect, incidental or punitive loss or damage; or
(b) any loss of profits, revenue or savings (but other than fees payable by Cotality in relation to the Licensed Data), loss of goodwill, loss of reputation; or
(c) loss which does not arise naturally from the breach, even if it was in the ordinary contemplation of the Parties upon entering into a Data Procurement Schedule,
in each case whether arising in equity, for breach of contract, tort (including negligence), breach of statutory duty, indemnity or otherwise.
Consideration means the fees or other consideration to be provided by Cotality to the Supplier for the Licensed Data as set out in Item 7 of Section 2 of the Data Procurement Schedule.
Cotality means the Cotality group member that has executed the Data Procurement Schedule.
Cotality Materials means all data, information, content, products, software, databases, platforms, models, Cotality Confidential Information, and any other material provided or supplied by Cotality to the Supplier, or accessed by the Supplier in connection with this Agreement, and further includes anything identified as such in Section 2 of the Data Procurement Schedule.
Data Description means the data described in Item 4 and Annexure A of the Data Procurement Schedule.
Data Procurement Schedule means the schedule comprising Sections 1, 2 and 3 and which sets out the terms applicable to the provision, receipt and use of the Licensed Data and includes any or other annexures attached to that Data Procurement Schedule.
Delivery Method means the delivery method for the Licensed Data set out in Item 6 of Section 2 of the Data Procurement Schedule.
Discloser means the Party disclosing Confidential Information and/or Personal Information (as applicable) to the other Party (or its Representatives) in connection with an Agreement.
Excluded Information means any information that:
(a) was already lawfully in the possession or knowledge of a Party before being disclosed to it by the other Party and had not been obtained by the first Party either directly or indirectly from the other Party; or
(b) after being disclosed to a Party by the other Party, is lawfully disclosed to the first Party by a third party without any restriction on the disclosure; or
(c) is independently developed by the receiving Party.
Fees means any fees payable by Cotality to the Supplier for the Data as set out in Item 7 of Section 2 of the Data Procurement Schedule (exclusive of GST unless otherwise stated).
Force Majeure means any circumstances beyond a Party's control (provided that party has taken all reasonable steps to avoid or mitigate the impact of the occurrence of such circumstances) including strikes or industrial disputes, acts of God, acts of government, refusal of licence, refusal or revocation of any telecommunications organisation’s consent in respect of data communication equipment, fire, explosion, floods, cyclone, tsunami or other extreme weather events, aircraft unserviceability or unavailability, war, terrorism or civil disturbance, or impossibility of obtaining material and/or data).
General Online Terms means these terms and conditions set out in this document. For the avoidance of doubt, the General Online Terms do not include the Data Procurement Schedule.
GST means the relevant goods and services tax, value added tax or sales tax as defined in the relevant GST Act.
GST Act means where the Territory is New Zealand: the Goods and Services Tax Act 1985 (NZ).
Initial Period means the period specified at Item 2 of the Data Procurement Schedule.
Intellectual Property Rights means all industrial and intellectual property rights throughout the world protected by statute or common law including all current and future registered and unregistered rights relating to:
(a) trade marks, business names and domains names, copyright works, circuit layouts, designs, patents, know-how, inventions and discoveries, and all other intellectual property as defined in article 2 of the convention establishing the World Intellectual Property Organisation 1967; and
(b) any application or right to apply for the registration of any of the rights referred to in paragraph (a) above.
Law means common law, principles of equity, and laws made by parliament (laws made by parliament include laws and regulations and other instruments under them, and consolidations, amendments, re-enactments or replacements of any of them).
Licensed Data means data, information and materials supplied by the Supplier and licensed to Cotality in accordance with this Agreement, as described in Item 4 and Annexure A of the Data Procurement Schedule.
Loss means all liabilities, losses, damages, outgoings, costs and expenses (including legal costs assessed on a solicitor-client basis).
Malware means malicious software, including any viruses, spyware or corrupted files or any other similar software or programs that may damage the operation of any computer hardware or software or other computer software or programming code, including source and object code that could disrupt, impair, damage, disable or otherwise adversely affect, shut down or deny users (including Cotality) access.
Modern Slavery means
(a) any conduct involving the use of any form of slavery, human trafficking, exploitation, forced labour practices or servitude to exploit children or other persons taking place in operations and/or supply chains;
(b) any other slavery-like practices; and
(c) any conduct constituting an offence and/or as otherwise under Modern Slavery Law.
Modern Slavery Law means the Crimes Act 1961 (NZ) and any other applicable laws or regulations in force in New Zealand relating to slavery, servitude, forced or compulsory labour, trafficking in persons (including trafficking of children), forced marriage, child labour, debt bondage, and other slavery-like practices.
Moral Rights means any moral rights, including the rights described in Article 6bis of the Berne Convention for the Protection of Literary and Artistic Works 1886 (as amended and revised from time to time), being “droit moral” or other analogous rights arising under any statute (including the Copyright Act 1994 (NZ) or any other law), that exist or may come to exist, anywhere in the world.
Party means a party to this agreement as set out in Section 1 of the Data Procurement Schedule.
Permitted Purpose has the meaning given to that term in Item 5 of Section 2 of the Data Procurement Schedule.
Personal Information means 'personal information' as that term is defined in the relevant and applicable Privacy Laws, and which a Party discloses to or receives from the other Party in connection with this Agreement (including information forming part of a database).
Privacy Laws means all relevant or applicable privacy or data protection laws relating to the collection, use, processing, disclosure, storage or granting of access to the Personal Information applicable to the relevant party and includes (only to extent the relevant parties are subject to it) or required to comply with it under this Agreement: the Privacy Act 2020 (NZ) and the New Zealand Information Privacy Principles which form part of the Act, and the Unsolicited Electronic Messages Act 2007; and all applicable binding privacy codes, policies or compliance notices.
Recipient means the Party receiving Confidential Information and/or Personal Information (as applicable) from the other Party (or its Representatives) in connection with an Agreement.
Renewal Period means the period specified at Item 3 of the Data Procurement Schedule.
Representative means the relevant Party and any of its employees, officers, directors, agents, contractors, associates, representatives and any other person who acts for or on behalf of that Party.
Supplier means the Party identified as such on page 1 of the Procurement Licence Agreement.
Term means the Initial Period together with any Renewal Period.