Terms and Conditions

Cotality Licence Agreement

What makes up this Licence Agreement: The Cotality Licence Agreement is comprised of the following parts, which together constitute a single legally binding document (Licence):

the Product Schedule (or Product Schedules as the case may be);
Part A – The General Terms and Conditions;
Parts B onwards – The Product Special Terms as applicable to the Cotality Services; and
the Cotality Disclaimers (as applicable).

By clicking ‘I Agree’ in the Product, you have accepted the terms of this Licence current as at the time you click ‘I Agree’. Those terms supersede any other agreement, whether verbal or written, by any person, sales agent or sales distributor of any member of the Cotality Group.

Any expressions not defined in Parts B onwards in these terms will, unless the context otherwise requires, have the meaning given in the General Terms and Conditions. If there is any inconsistency between the General Terms and Conditions and Parts B onwards, Parts B onwards will prevail.

Your use of the Cotality Services is conditional on you accepting the terms of this Licence. If you are the Customer, by downloading, installing, copying or otherwise using the Product and the Cotality Services, you accept and agree to be bound by the terms of this Licence. Acceptance binds you and the organisations, entities or persons you represent (for the purposes of receiving the Cotality Services), and all of your users to the terms and conditions of the Licence in their use of the Product.

If you are a Permitted User, by accepting these terms or accessing or using the Product or Cotality Services, you agree to comply with the terms of this Licence as they relate to access and use of the Product and Cotality Services, including in clauses A2, A3, A4, and any access rights and restrictions in Parts B to Q of this Licence. You agree that your right to access and use the Product and Cotality Services arises from the Customer’s right to access and use the Products and Cotality Services and if that Licence expires or is terminated, your right to access and use the Product or the Cotality Services will also end.

If you do not accept those terms and conditions then do not download, install, copy or use the Product or the Cotality Services.

Part A - General Terms and Conditions
Part B – Special Terms for Marketing Contacts Data
Part C - Special Terms for Education Courses
Part D - Special Terms for Title and Registry Searches
Part E - Special Terms for Emap
Part F – Special Terms for Estimator Product
Part G - Special Terms for AddressRight Locator
Part H - Special Terms for Basemaps
Part I - Special Terms for AddressRight
Part J – Special Terms for contracting with a Trust
Part K – Credit Card Terms
Part L – Direct Debit Terms
Part M – Special Terms for the Cotality APIs
Part N – Special Terms for Republication of Cotality Data
Part O – Special Terms for RiTA Product
Part P – Special Terms for Plezzel Product
Part Q – Special Terms for Customer Engagement Tool Products

Part A - General Terms and Conditions

A1. LICENCE TERM

A1.1 This Licence will commence on the Effective Date and will continue for the Initial Period and any Renewal Period(s) (as applicable).

A1.2 After the expiry of the Initial Period, this Licence will automatically renew for further periods of 1 year or other timeframe stated in a Product Schedule (Renewal Period) unless a party gives the other party written notice of its intention not to renew at least 90 days before the end of the Initial Period.

A1.3 After the end of the Initial Period, either party can terminate this Licence without cause in accordance with clause A17.4.

A2. Licence

A2.1 Cotality grants to the Customer a non-exclusive, non-transferable, non-sublicensable, revocable, limited licence during the Initial Period and each Renewal Period (if any) for its Permitted Users to access and use the Cotality Services in the Territory and solely for the Permitted Purpose in accordance with the terms set out in this Licence, a Product Schedule and all applicable Laws.

A2.2 Where a Customer on-supplies the Cotality Services (or any part of them) to an End User (pursuant to its Permitted Purpose), the Customer must ensure that the End User:

(a) only uses the Cotality Services (or any part of them) for the End User’s personal non-commercial use or as otherwise permitted by the relevant Permitted Purpose;

(b) does not provide the Cotality Services (or any part of them) to any other party; and

(c) complies with the restrictions and obligations set out in this Licence relating to or in connection with the Cotality Services.

A3. RESTRICTIONS ON LICENCE

A3.1 Except as expressly permitted under this Licence or a Product Schedule, the Customer and any Customer Representatives must not, and must not encourage any person or entity to:

(a) distribute, resell, copy, reproduce, disclose, market, publish, rent, supply, communicate, lease, assign, incorporate into any database, sublicense or otherwise transfer any Product or Product Data to a third party, commercialise or otherwise exploit the Cotality Services;

(b) alter, modify, adapt, create any Derivative Work based on whole or in part of the Cotality Services or otherwise incorporate any portion of the Cotality Services or the Product Data into any other materials, products or services;

(c) input or upload the Cotality Services or Product Data or any portion thereof to any artificial intelligence (AI) platforms or large language models (LLMs);

(d) use the Cotality Services or the Product Data on behalf of or for the benefit of any third party;

(e) remove or alter any copyright, trade mark, logo, marking, notices or other proprietary notice or label appearing on or in any Cotality Materials;

(f) decompile, disassemble, reverse compile or otherwise reverse engineer all or any portion of the Cotality Services, including any source code, object code, algorithms, methods or techniques used or embodied therein, whether by scraping, harvesting or some other means;

(g) data mine, scrape, crawl, email harvest or use any process or processes that send automated queries to the Cotality Services or the Product Data;

(h) use any of the Cotality Materials for the purposes of conducting a business of either:
(i) aggregating advertisements of residential or commercial properties located in the Territory for sale, rent or lease from multiple agents and others for viewing by consumers in the Territory; or
(ii) aggregating comprehensive property information regarding residential properties located in the Territory (which may or may not be for sale, rent or lease from agents or others), for display on a single website intended for viewing and use by consumers in the Territory at no cost to, and freely available without a login or paywall to, consumers;

(i) use, or offer to use, the Cotality Services or any Product Data for or in connection with any Direct Marketing activities (unless expressly permitted by this Licence) or in any other manner which may encroach upon the privacy of an individual or otherwise breach the Privacy Act as more specifically set out in clause A16;

(j) interfere with, damage, alter, misuse or gain unauthorised access to the Cotality Environment or the Cotality Services or interfere with the ability of any other user of the Cotality Environment or the Cotality Services to use the Cotality Services or the Cotality Environment, or attempt to do any of those things; and

(k) knowingly use the Cotality Services in any way that would or may constitute a misuse of any person’s confidential information or infringe upon any person’s rights (including Intellectual Property Rights and Moral Rights).

A3.2 The Customer agrees that:

(a) the Product Data is made available subject to the disclaimers, limitations and descriptions set out in the Cotality Disclaimers and any other notice regarding use of the Product Data or Cotality Services displayed or notified to the Customer in a Product (Product Notice), as updated from time to time;

(b) any direct or indirect use by the Customer or a Permitted User of any Product Data is subject to the disclaimers, limitations and descriptions set out in the Cotality Disclaimers; and

(c) the Customer and each Permitted User must comply with any restrictions or limitations on use of the Product Data or Cotality Services set out in any Product Notice.

A3.3 Cotality will use reasonable efforts to give the Customer at least 30 days’ written notice of any changes to the Cotality Disclaimers or Product Notice which materially impact the Customer’s use of the Product Data. If the Customer reasonably believes that the changes are materially detrimental to the Customer, then, during Cotality’s notice period, the Customer may terminate the Licence with respect to the affected Product Data by giving Cotality at least 30 days’ written notice.

A3.4 The Customer must display any Cotality Disclaimers or Product Notice as required in a Product Schedule.

A3.5 In addition to the restrictions set out elsewhere in this Licence, the Customer and any Customer Representatives must not use or distribute the details of any identified individual obtained from any Cotality Services for Direct Marketing.

A3.6 The Customer must take all reasonable steps to:

(a) inform all of its Permitted Users using the Cotality Services or Product Data of the permitted and prohibited uses outlined in this Licence; and

(b) ensure that its Permitted Users comply with all terms of this Licence.

A3.7 The Customer agrees that use of the Cotality Services, Products, Cotality API and Product Data is subject to Fair Use. Where Cotality reasonably believes that the Customer has exceeded Fair Use, the Customer agrees:

(a) that Cotality may suspend or restrict the Customer’s access to the Cotality Services, in accordance with clause A17.2 or clause A4.8, as applicable; and

(b) that Customer:
(i) may be liable to pay additional Fees under clause A8.6, where applicable; or
(ii) upon request, will meet with Cotality in good faith and review the Fees payable by the Customer and adjust them according to the extent that the Product Data and/or Cotality Materials exceed Fair Use. Where agreement cannot be reached Cotality may either terminate this Licence on 30 days’ written notice to the Customer, or where technically possible Cotality will restrict access to and use of the Product Data to a level consistent with Fair Use.

A4. ACCESS TO COTALITY SERVICES AND PRODUCT DATA

A4.1 Unless otherwise stated in the Product Schedule, the Customer will access the Cotality Services via a Cotality website or in the case of Property Information Monitor (PIM) through the software provided by Cotality and installed locally by the Customer on the Customer’s network (PIM Software).

A4.2 The Customer is responsible for obtaining access to Cotality Services, and for any and all costs and expenses in connection with accessing and using the Cotality Services, including internet service provider fees, telecommunications fees, and the cost of any and all equipment (including hardware and software) used by the Customer in connection with its access and use of the Cotality Services.

A4.3 The Customer may permit its Permitted User(s) to access the Cotality Services. The Customer must not permit any person who is not a Permitted User to access the Cotality Services.

A4.4 Cotality may assign one or more Permitted User(s) to be the Administrator(s) and will allocate an administrator login for the Administrator(s).

A4.5 Without detracting from clause A15.3, if Cotality provides the Customer with (or allows the Customer to facilitate the generation of) any Login Details, the Customer acknowledges and agrees that it:

(a) bears sole responsibility for protecting all Login Details;

(b) must not share or provide such Login Details to any third party; and

(c) is, and will remain, fully responsible and liable for any authorised or unauthorised use of any Login Details, including in relation to all orders or requests for Cotality Services made using any Login Details allocated to a Permitted User.

A4.6 The Customer must notify Cotality in writing as soon as possible if it reasonably suspects or is aware:

(a) of any changes impacting the Permitted Users who have been assigned Login Details including new appointments, changes in roles of staff or resignations;

(b) that its Login Details have been compromised or become known by a third party; or

A4.7 The Customer acknowledges and agrees that, for security reasons:

(a) Cotality may reset or require the Customer to update Login Details whenever Cotality considers it appropriate under its internal security protocols; and

(b) browser sessions will be closed if there is an extended period of inactivity. The Customer should ensure its session remains active to avoid the browser session closing.

A4.8 Cotality has the right to restrict or suspend access to Cotality Services at any time where it reasonably suspects a potential breach in security or unauthorised use of the Cotality Services. Cotality must communicate any restriction or suspension of access to the Customer as soon as reasonably practical.

A4.9 The Customer is fully responsible and liable for the acts or omissions of a Customer Representative as if such acts or omissions were the acts or omissions of the Customer itself under this Licence.

A4.10 The Customer must not allow any third party contractor, consultant or supplier to access or use the Cotality Services without first obtaining Cotality’s prior written consent, which will not be unreasonably withheld (Approved Contractor). Where Cotality has genuine security or reputational concerns around an Approved Contractor, Cotality will consult with the Customer and if those concerns cannot be allayed, Cotality may (acting reasonably) withdraw approval for that Approved Contractor.

A4.11 Where Cotality grants consent under clause A4.10, such consent is limited to the Customer enabling Approved Contractors to access Cotality Services solely for the limited purpose of supplying services to the Customer to enable the Customer to use and obtain the benefit of the Cotality Services.

A4.12 Despite any consent under clause A4.10 above, the Customer:

(a) is not relieved of any of its obligations under this Licence and remains liable to Cotality for the acts (including acts of default, fraud or negligence) of the Approved Contractor or any employee or agent of the Approved Contractor as if they were the acts of the Customer;

(b) must ensure each Approved Contractor may only use the Cotality Services for the limited purposes of providing services to the Customer in connection with the Permitted Purpose (Contractor Services); and

(c) must ensure any Cotality Materials in the Approved Contractor’s possession or control are securely destroyed and all electronic copies are permanently deleted from all Approved Contractor systems following the completion of the Contractor Services.

A5. RIGHTS IN COTALITY SERVICES AND PRODUCT DATA

A5.1 Cotality is (or its third party service providers are) the sole and exclusive owner of all rights, title and interests in and to the Cotality Materials, including any and all creations, inventions, Modifications and Intellectual Property Rights subsisting in the Cotality Materials.

A5.2 The Customer:

(a) acquires no rights in or to the Cotality Materials or any Intellectual Property Rights in the Cotality Materials, except for the limited licence in clause A2;

(b) must not, and must not permit any other person or entity to, infringe upon, harm or contest the validity or Cotality’s and its service providers’ ownership of the Cotality Materials, or the creations, inventions and Intellectual Property Rights contained or embodied within the Cotality Materials; and

(c) if permitted in a Product Schedule to reproduce, publish, communicate, distribute or supply the Products or any Product Data to End Users, must comply with Part N (Special Terms for Republication of Cotality Data).

A5.3 The Customer acknowledges that Cotality has entered into licensing agreements for the use of data with various Third Party Data Providers (Third Party Agreements). Cotality’s rights to provide the Cotality Services and Product Data are subject to the terms of those Third Party Agreements on which those Third Party Data Providers supply that data. The Customer agrees to comply with the requirements of the Third Party Data Provider. As at the Effective Date, these are:

(a) as set out at https://www.corelogic.co.nz/legals/third-party-data-provisions[BC1] ;

(b) as set out at https://www.corelogic.com.au/legals/third-party-restrictions[BC2] ;

A5.4 The Customer acknowledges and agrees that a relevant Third Party Agreement may be amended, or may expire or terminate during the period of this Licence, or that Third Party Data Providers may cease to provide the relevant services, products or data for any reason or direct Cotality to alter the way in which the Cotality Services are provided. This may result in Product Data no longer being available or available in the same way. Cotality will use reasonable efforts to notify the Customer of any changes to the flow through terms arising from a change to a Third Party Agreement which materially impacts the Cotality Services or Product Data in a manner which amounts to a Decommission, and clause A6.2 will apply.

A6. CHANGES TO COTALITY SERVICES

A6.1 Subject to clause A6.2, Cotality reserves the right to:

(a) modify the method of supply and delivery of, or access to, the Cotality Services at any time during the Initial Period and any Renewal Period;

(b) change or refine the features and functionality of the Cotality Services from time to time, provided that the Products will during the term of this Licence retain at least the basic features described in the relevant Product Schedule;

(c) require the Customer to obtain and use the most recent version of any Cotality Services and Cotality will make those versions available to the Customer in a manner to be notified by Cotality to the Customer;

(d) subject to any services levels set out in a Product Schedule (if any), make temporarily unavailable or otherwise suspend access to or delivery of the Cotality Services or the Cotality API, due to any scheduled or emergency maintenance, system updates, upgrades or changes to the Cotality Services or the Cotality API (but will endeavour to undertake any scheduled outages outside of working hours),

but will notify the Customer in advance of any such actions except where not reasonably possible (including in the case of emergencies or urgent fixes).

A6.2 Cotality will give the Customer at least 90 days’ written notice (or a shorter period if necessary to comply with Law or where not reasonably possible including due to changes in the terms of an agreement with, or the supply of data by, a Third Party Data Provider) if Cotality proposes to cease providing or supporting some or all material features of a Product, or to cease offering or providing a Product at all (each, a Decommission). Without prejudice to any other rights the Customer may have under clause A17, the Customer may terminate this Licence in respect of the affected Product by giving Cotality at least 30 days’ written notice commencing at any time during the 90 day period (or, if the notice period is less than 30 days, the Customer can provide notice any time within the notice period with the termination being effective as of the expiry of the notice period). If Cotality is able to make a change to the relevant Product to avoid the need for a Decommission, it will notify the Customer and any notice of termination issued by the Customer will not be effective.

A7. CUSTOMER MATERIALS

A7.1 If the Customer (either itself or through its Customer Representatives) provides any Customer Materials to Cotality, the Customer hereby grants to Cotality and its service providers a worldwide, royalty-free, perpetual, irrevocable, sublicensable, non-exclusive right and licence to use, reproduce, distribute, transmit, perform, display (publicly or otherwise), adapt, make derivative works of, and otherwise commercialise and exploit, the Customer Materials.

A7.2 The Customer is and remains the sole and exclusive owner of all right, title and interest (including all Intellectual Property Rights) subsisting in and to the Customer Materials (current or future).

A7.3 The Customer represents and warrants to Cotality and its service providers that:

(a) it has the right to grant the licences referred to above, in and to the Customer Materials;

(b) use of the Customer Materials by Cotality will not infringe the rights of any third parties, Cotality and its service providers, including Intellectual Property Rights; and

(d) the Customer Materials will meet the specifications and requirements set out in a Product Schedule.

A7.4 To the extent the Customer Materials include any Personal Information, the Customer warrants that it has obtained consent and authority from the relevant individuals to use and disclose any such Personal Information as contemplated in this Licence, and that use of the Customer Materials will not put Cotality in breach of the Privacy Laws.

A7.5 Cotality reserves the right to:

(a) notwithstanding anything else contained in this Licence, store all data (including Customer Materials) using cloud storage technology;

(b) measure, tag and track the Product Data and any other data or materials from Cotality (and any use of them), and to disclose Customer Materials to Cotality’s suppliers (under terms of confidentiality) for the purposes of doing so, including for billing purposes and/or to determine interest in certain areas and identify usage patterns; and

A8. FEES

A8.1 The Customer will pay the fees set out in the Product Schedule (Fees). Subject to clause A8.2:

(a) all Fees, when paid, are non-refundable, even if the Customer stops using the Cotality Services or the Product Data;

(b) if the Customer terminates this Licence before the expiry of the Initial Period, the Customer remains liable for any remaining Fees due up to the expiry of the Initial Period.

A8.2 Cotality will refund a prorated portion of any prepaid Fees, or the Customer will not be liable to pay the relevant portion of the Fees, which relate to:

(a) the period after the effective date of termination if the Customer terminates the Licence:
(i) in the event of a Decommission, in accordance with clause A6.2;
(ii) on receiving notice of a Fee increase, in accordance with clause A8.8;
(iii) as a result of a material breach by Cotality, in accordance with clause A17.3;

(b) the period after the effective date of termination if Cotality terminates the Licence in the event of a third party infringement claim in relation to the Cotality Service or Product Data, in accordance with clause A13.3; or

(c) the suspension period where access to the Cotality Services is suspended by Cotality under clause A4.8 for more than 30 days, in circumstances where there has been no breach of the Licence by the Customer, any Customer Representatives or an Approved Contractor.

A8.3 Unless expressly provided otherwise in any Product Schedule, all Fees are payable monthly on or before the relevant Payment Date.

A8.4 Except as expressly provided for in the Product Schedule, all Cotality Services are GST exclusive. If provision of the Cotality Services under this Licence is subject to GST, the Customer must pay to Cotality 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 related fee. Cotality will provide the Customer with a Tax Invoice on a periodic basis and in any event in accordance with the GST Law.

A8.5 Where the number of the Customer’s users exceeds the number of Permitted Users specified in the Product Schedule (if any), Cotality may charge an additional pro rata amount per additional user accessing or using the Cotality Services.

A8.6 If any use is made of the Cotality Services or the Product Data:

(a) by any person or entity other than the Customer or a Permitted User; or

(b) in a manner which is restricted or not permitted under this Licence,

and such use is attributed to the act or default of the Customer, a Customer Representative or an Approved Contractor, then without prejudice to Cotality’s other rights and remedies, the Customer will immediately be liable to pay to Cotality an amount equal to the charges which such person or entity would have been obliged to pay had Cotality granted a licence to the unauthorised user or for the unauthorised use at the beginning of the period of the unauthorised use.

A8.7 Cotality may at its reasonable discretion increase the Fees for or during any Renewal Period by providing the Customer written notice at least 30 days prior to the application of the increase. The Customer acknowledges and agrees that a Third Party Data Provider may increase the fees for products or services it supplies, and as such Cotality may increase the Fees relating to those products or services at any time, including during the Initial Period, by Cotality giving notice to the Customer no less than 30 days prior to the increases taking effect.

A8.8 On receiving a notice of a Fee increase from Cotality under clause A8.7, the Customer may terminate this Licence by giving Cotality written notice within 30 days of its receipt of the notice of Fee increase. If the Customer does not exercise its termination right the continued use of the Cotality Services will constitute binding acceptance of the variation.

A8.9 Any amounts not paid to Cotality when due will be subject to interest equal to a rate that is 5% per annum above the cash rate last published by the Reserve Bank of the Territory, and will be calculated on a daily basis, compounded monthly.

A8.10 If the Customer fails to pay the Fees when due and has not paid the Fees within 7 days of a notice from Cotality requiring the Customer to do so, and the Customer has another payment method for a different Cotality Service, the Customer hereby consents to Cotality charging the outstanding Fees using that other payment method for any undisputed invoice.

A9. CREDIT CHECKS

A9.1 Where the Customer is a sole trader Cotality reserves the right to instruct a credit reporting service to carry out a credit check on the Customer to establish creditworthiness and the Customer agrees to co-operate with any reasonable request made in relation to a credit check under this clause. The Customer acknowledges and agrees that any information from the Customer as a result of such credit check (including but not limited to, a default in the Customer’s payment obligations) may be held by Cotality’s credit reporting service and such information may be provided to the credit reporting service’s other customers.

A10. LIMITED WARRANTY

A10.1 Cotality will use reasonable efforts to ensure that the Cotality Services has those features described in the Product Schedule or relevant Product Special Terms, and that the Cotality Services are accessible in accordance with this Licence. If Cotality is unable to do so, this will be a Decommission and clause A6.2 will apply.

A10.2 The Customer warrants that:

(a) the Customer’s main business is as described in the applicable Product Schedule (if applicable); and

(b) the Customer is not subject to any Sanctions, is not based, organised or resident in a country or territory that is the subject of comprehensive (i.e., country-wide or territory-wide) Sanctions, and is not directly or indirectly owned or controlled by a person, entity or government which is subject to any Sanctions.

A11. ALL OTHER WARRANTIES EXCLUDED

A11.1 Except as otherwise expressly provided in this Licence, the Cotality Services are provided to the Customer on an ‘as is, as available’ basis without any representations or warranties of any kind, either express or implied, including any implied warranties of merchantability, fitness for particular purposes, title, non-infringement, security, availability, accuracy, or otherwise.

A11.2 Cotality relies on third party suppliers, including Third Party Data Providers, to enable it to provide the Cotality Services and the Product Data to the Customer. In addition, the Cotality Services and the Product Data is of a general nature and is not tailored to suit the Customer’s needs. As such, and without limiting the rest of this clause A11, the Customer acknowledges:

(a) that the Cotality Services or the Product Data may not meet the Customer’s requirements or be fit for the Customer’s particular purpose, and the Customer is responsible for assessing whether the relevant Cotality Services or Product Data is appropriate for the Customer’s needs;

(b) that the Cotality Services or the Product Data may not be error-free, correct, accurate, complete, reliable, current, or up-to-date;

(c) the Cotality website, hosted platforms, Cotality Services or Cotality API may not be error free or function in an uninterrupted manner, be available 24 hours a day, 7 days a week, or be fully secure or otherwise compatible with the Customer’s computer equipment, systems, environment, hardware of software, and the Customer is responsible for ensuring the security and compatibility of these items;

(d) that errors or defects may not be corrected, although Cotality will use reasonable endeavours to correct errors within a reasonable time;

(e) that, while care has been taken in preparing the statistical methods on which the Cotality Services are based, these methods may not use appropriate or accurate assumptions, and may not be fit for the Customer’s particular purpose or otherwise be suitable for the Customer’s use;

(f) the Cotality Services should not be construed as specific advice and the Customer is responsible for making further enquiries or seeking professional advice before making any decisions based on the Cotality Services; and

(g) the Cotality Database is not a complete and accurate record of all properties in the Territory.

A11.3 The Customer acknowledges that material appearing on a Cotality website may include advertising and other information submitted by parties other than Cotality, and the Cotality website may provide links to other sites operated by advertisers and third parties. To the full extent permitted by Law, Cotality disclaims all responsibility for any error, omission or inaccuracy of such information or its failure to comply with the relevant Laws or regulations. Cotality has no responsibility regarding any information the Customer obtains from any other website, even if the Customer accesses it via a link from a Cotality website.

A11.4 To the extent that the Competition and Consumer Act 2010 (Cth) implies any guarantees with respect to the Cotality Services, then Cotality’s liability (and that of its service providers) in respect of those implied guarantees is limited:

(a) in the case of goods, to any one or more of the following (as Cotality and its service providers may in their discretion determine):
(i) the replacement of the goods or the supply of equivalent goods;
(ii) the repair of the goods;
(iii) the payment of the cost of replacing the goods or acquiring equivalent goods; or
(iv) the payment of the cost of having the goods repaired; or

(b) in the case of services, to any one of the following (as Cotality and its service providers may in their discretion determine):
(i) the supplying of the services again; or
(ii) the payment of the cost of having the services supplied again, except as expressly provided elsewhere in this Licence.

A11.5 To the extent that the Consumer Guarantees Act 1993 (NZ) (CGA) applies to Cotality and its supply of the Cotality Services or other goods or services, the Customer confirms that the Cotality Services or other goods or services provided by Cotality under this Licence are acquired for the purposes of a business (as that term is defined in the CGA) and the Customer agrees that the CGA does not apply to the Cotality Services or other goods or services supplied by Cotality under this Licence.

A11.6 The Customer understands, acknowledges and accepts that, where applicable, the Cotality Services supplied:

(a) are not a certified copy of any district valuation roll entry;

(b) are not provided for lending purposes; and

(c) are not a valuer’s report for the purposes of the New Zealand Trustee Act 1956 (NZ), as may be amended from time to time (as applicable).

A11.7 The Customer acknowledges and agrees that the limitations and exclusions of liability contained in:

(a) clauses A11 and A12.1 of this Licence (with all references to Cotality read as a reference to each Third Party Data Provider (whether expressly identified by Cotality or not)); and

(b) clause A12.2 of this Licence,

apply for the benefit of and may be enforced by any Third Party Data Provider (whether expressly identified by Cotality or not) in relation to the Cotality Services sourced by Cotality from a Third Party Data Provider including for the purposes of the Contract and Commercial Law Act 2007 (NZ), as may be amended from time to time (and as applicable). For the avoidance of doubt, this clause shall not in any way limit Cotality’s right to enforce any of the provisions of this Licence in relation to the material sourced by Cotality from a Third Party Data Provider.

A12. LIMITATION OF LIABILITY

A12.1 The Customer is responsible for establishing such procedures for data backup and virus checking as the Customer considers necessary.

A12.2 Subject to clauses A11.4, A12.3 and A12.4 and to the extent permitted by Law, Cotality’s maximum aggregate liability to the Customer or any other person (including any Customer Representatives) for all and any Claims or Losses (in aggregate) arising directly or indirectly in connection with this Licence is the greater of $10,000 or the annual Fee paid for the relevant Product.

A12.3 The liability of the Cotality Group under this Licence (including under any indemnity) is reduced to the extent the Customer contributed to the Losses or Claims suffered or incurred.

A12.4 To the maximum extent permitted by Law, neither the Customer nor the Cotality Group will be liable under or in connection with this Licence for any Consequential Loss.

A12.5 The Customer is solely responsible for:

(a) ensuring the Customer complies with any Law and codes governing the conduct of the Customer’s business in relation to its use of the Cotality Services;

(b) any acts or omissions of the Customer or Customer Representatives (and any other person not within Cotality’s reasonable control) in connection with the Cotality Services and Cotality Materials;

(c) any Loss or Claim caused by failure by the Customer to comply with the Customer’s obligations under a Product Schedule or this Licence; or

(d) any delay, defect, error, failure or loss of service arising from equipment, data, Customer Materials or services supplied by the Customer or any third party.

A13. THIRD PARTY CLAIMS

A13.1 Cotality will defend, or at its option settle, any third party claim or suit brought against the Customer on the basis that the Customer’s use of the Cotality Services as permitted under this Licence infringes any of such party’s Australian and New Zealand patents or copyrights, and will pay any final judgment entered against the Customer or any settlement of such claim or suit.

A13.2 Cotality’s obligations in this clause are subject to the following conditions:

(a) the Customer must promptly notify Cotality in writing of any allegation of infringement, and fully cooperate with Cotality, at Cotality’s reasonable cost, in the defence or settlement of such claim or suit;

(b) the Customer must not make any admissions;

(c) the Customer must at Cotality’s request allow Cotality or its representatives to solely conduct and/or settle all negotiations and litigation; and

(d) any costs incurred and recovered in such negotiations and litigation will be to the account of Cotality and/or its assignee.

A13.3 If any part of the Cotality Services or the Product Data is, or in Cotality’s opinion (acting reasonably) may become, subject of any claim or suit for any infringement, Cotality may at its own expense and option modify or replace the affected Cotality Services or Product Data so that it is non-infringing, or obtain for the Customer the right to continue using the affected Cotality Services or Product Data. If a modification or replacement materially impacts the Cotality Services or Product Data in a manner which amounts to a Decommission, clause A6.2 will apply. If neither of those options is in Cotality’s opinion commercially reasonable, Cotality may terminate this Licence. Where possible, Cotality will give the Customer reasonable written notice prior to termination.

A13.4 Cotality’s obligations under this clause:

(a) will not apply to any Claim based upon use of any Cotality Services or any Product Data in combination with any equipment, services, data, algorithms, models, indices, tools and/or products not supplied by Cotality or its service providers, if the alleged infringement would not have occurred but for such use;

(b) will not apply to, and the Customer will indemnify and hold Cotality harmless from, any Claim relating to:
(i) Customer Materials, including Cotality’s and its service providers’ use of Customer Materials as permitted under this Licence; and
(ii) use of any Cotality Services or Product Data in combination with any Customer Application, if the Claim relates to the Customer Application; and

A14. RECORDS, RIGHT TO INSPECT AND AUDIT

A14.1 The Customer must maintain complete, up to date and accurate records of the Customer’s use of the Cotality Services and the Product Data. Such records must be kept in a manner which permits them to be conveniently and properly audited for a period of at least 7 years after the expiry or termination of each applicable Product Schedule.

A14.2 The Customer:

(a) grants Cotality or its nominee, upon notice to the Customer of at least two Business Days, the right to inspect and/or audit the Customer’s records and/or system during normal business hours in order to assess the Customer’s compliance with this Licence; and

(b) must reasonably co-operate with any investigation concerning the use by the Customer or any Customer Representatives of the Cotality Services or Product Data.

A14.3 The Customer must provide reasonable assistance to Cotality and the PIIPD Code Oversight Committee with any investigation into to a suspected breach of this Licence. The Customer:

(a) acknowledges that any refusal to cooperate in any such investigation may result in the Customer being added to the Register of Excluded Parties; and

(b) consents to Cotality disclosing Personal Information of any Customer Representatives to the PIIPD Code Oversight Committee on reasonable request from the PIIPD Code Oversight Committee.

A14.4 Without limiting the generality of clause A14.2 above, the Customer acknowledges that Cotality may monitor the Customer’s access to and use of the Cotality Services and all Product Data, including by accessing Product logs, for the purpose of confirming the Customer’s compliance with this Licence including that its use of the Cotality Services and all Product Data is within the Permitted Purpose.

A14.5 Without limiting any other rights Cotality may have under this Licence or at Law, if an audit or other review (including under clause A14.2 or A14.4 above) discloses that the Cotality Services or any Product Data have been used other than in accordance with this Licence or a Product Schedule, then:

(a) the Customer is responsible for paying the reasonable costs of the audit; and

(b) Cotality may enforce any right arising under this Licence, including its rights under clause A17.2.

A14.6 Without limiting clause A14.5, where Cotality or the PIIPD Code Oversight Committee reasonably believe that the Customer has used or disclosed the Cotality Services or Product Data in a manner prohibited by this Licence or the Code, Cotality may (of its own volition or at the direction of the PIIPD Code Oversight Committee) suspend or terminate the Customer’s access to the Cotality Services and, if directed by Cotality, the Customer must:

(a) remove QVAS Identified Information from its data or any database;

(b) apologise to any party affected by the breach;

(d) undertake remedial action as directed, which may include changes to documentation, changes to business processes and corrective advertising.

A15. CONFIDENTIALITY

A15.1 All Confidential Information of a Discloser must be kept confidential and must not be disclosed by the Recipient to any person or entity except:

(a) to the extent expressly permitted in a Product Schedule, and even then, only to the extent needed to perform the Product Schedule;

(b) on a ‘needs to know’ basis to employees, officers, directors, agents, subcontractors, auditors and regulators of the Recipient and even then:
(i) only to the extent such persons require the information for the purposes of this Licence or a Product Schedule; and
(ii) provided that such persons are bound by the confidentiality obligations no less onerous than those imposed in this clause A15;

(c) to professional advisors who are bound by the confidentiality obligations no less onerous than those imposed in this clause A15 and only to the extent necessary for the advisor to provide advice about matters relating to this Licence or a Product Schedule;

(d) to the extent required by Law or the rules of any stock or securities exchange;

(e) to the extent required to do so in connection with legal proceedings or enforcing its rights relating to this Licence or a Product Schedule; or

(f) as otherwise agreed in writing by the parties.

A15.2 Each Recipient must:

(a) notify the Discloser as soon as reasonably practicable upon becoming aware of any actual or suspected breach of this clause A15;

(b) in the event of disclosure under clauses A15.1(d) or A15.1(e), limit disclosure to the extent reasonably necessary to satisfy the relevant Law, regulator, judicial body or Court;

(c) take any action that is necessary to prevent or remedy any breach of the confidentiality obligations set out under this clause A15 or other unauthorised disclosure of Confidential Information by the Recipient at its own cost;

(d) put in place procedures and systems for preservation of confidentiality that are no less rigorous than those adopted by the Recipient for the Recipient’s own confidential information (which must be no less than what is considered good industry practice); and

(e) on written request from the Discloser, return and securely and permanently delete any Confidential Information disclosed to the Recipient by the Discloser within a reasonable time of being asked to do so and provide a written certification to the Discloser of this effect.

A15.3 If the Customer is provided with or generates Login Details in connection with the Cotality Services, the Customer must and must ensure that its Permitted Users:

(a) keep the Login Details confidential in accordance with this clause A15 and ensure that the Login Details are not disclosed to or used by any person other than the relevant Permitted User (Unauthorised Person);

(b) do not keep such Login Details in any form (whether encoded or un-encoded) in a location where it is capable of being copied or used by any Unauthorised Person;

(c) do not encourage, aide, abet or otherwise permit any Unauthorised Person to use the Login Details to access the Cotality Services; and

(d) promptly notify Cotality if it becomes aware, or has reason to suspect, that any of the Login Details have been disclosed to, or used by, an Unauthorised Person.

A15.4 The parties acknowledge that due to the unique nature of the Confidential Information, any breach by the Recipient of their obligations under this clause A15 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.

A15.5 The Customer may not make press or other announcements or releases relating to Cotality and the transactions that are the subject of these General Terms and Conditions without Cotality’s prior written approval (which may not be unreasonably withheld) 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 Customer by applicable Law or by a stock exchange with which the Customer is listed.

A16. PRIVACY

A16.1 The parties must ensure that they and their Representatives comply with all Privacy Laws in connection with Personal Information used, disclosed, stored, collected or received in connection with this Licence and any Product Schedule.

A16.2 The Customer warrants and agrees that, if it submits Personal Information to Cotality or the Cotality Services, it has the consent of any relevant individual to use and disclose that Personal Information in accordance with relevant Privacy Laws, even if it is not bound by those laws.

A16.3 Subject to any express rights granted under this Licence or a Product Schedule, the Recipient must not (except to the extent required by Law, including the Privacy Laws):

(a) use or disclose any Personal Information supplied to it by the Discloser other than for the purposes of performing or exercising its rights and obligations under this Licence or any Product Schedule; or

(b) do anything with Personal Information that will cause the Discloser to breach its obligations under the Privacy Laws.

A16.4 To the extent permitted by Law and in addition to any other privacy obligations in a Product Schedule, the Customer must:

(a) not disclose, transfer, store or process Personal Information outside the Territory without the written consent of Cotality;

(b) handle Personal Information in a manner as reasonably directed by Cotality in writing from time to time, provided that such direction will not cause Customer to breach any Laws, including Privacy Laws, by which the Customer is bound; and

(c) permanently de-identify, delete or destroy all or any specifically identified Personal Information that is in possession or control of the Customer within 30 days of such request and provide evidence of same in the manner requested by Cotality or as otherwise agreed by the parties.

A16.5 Unless otherwise permitted under a Product Schedule, the Customer must not use, or attempt to use, any data provided by Cotality, including the Product Data, to identify any individual or individuals, whether in combination with other information or otherwise.

A16.6 The Customer must notify Cotality without undue delay and no less than 48 hours after becoming aware:

(a) that Customer may be required or authorised by Law to disclose or provide access to any Personal Information disclosed to the Customer by Cotality in connection with this Licence or a Product Schedule;

(b) of any request by any person to confirm whether Personal Information is held or to access or correct any Personal Information;

(c) of any material complaint relating to the Customer’s non-compliance with the Privacy Laws in respect of Personal Information collected, use or disclosed in connection with a Product Schedule;

(d) of any compliance notice issued by the Privacy Regulator; or

(e) of any breach of this clause A16 or any Privacy Law.

A16.7 Except to the extent that compliance with a direction would cause the Customer to breach any Law (including Privacy Laws), the Customer must co-operate and provide all reasonable assistance to Cotality upon request in relation to:

(a) the resolution of any inquiry, request or complaint by an individual or the Privacy Regulator alleging any breach of any Privacy Laws or suspected breach of a Product Schedule by the Customer or a Customer Representative;

(b) the rights of individuals to have confirmation of the existence of Personal Information and to access and correct Personal Information; and

(c) complying with Cotality’s obligations under any Privacy Law in connection with any Personal Information disclosed to the Customer by Cotality under a Product Schedule,

(each a Privacy Investigation), and the Customer consents to Cotality providing a written notice to the complainant detailing the outcome of any such Privacy Investigation.

A16.8 The Recipient warrants that it has in place:

(a) a system to detect and report when an event has occurred that may give reasonable grounds to suspect a Data Breach has occurred; and

(b) a system to investigate and assess a suspected Data Breach promptly on becoming aware of the relevant event, including a documented procedure for evaluating each investigation.

A16.9 Where a Recipient has reasonable grounds to suspect a Data Breach of the Recipient has occurred, the Recipient will:

(a) notify the Discloser in writing including all relevant details regarding the suspected Data Breach without undue delay and no later than 48 hours after becoming aware of such a breach;

(b) co-operate with the Discloser to investigate the suspected Data Breach;

(d) take all reasonable actions to prevent any repeat of the Data Breach;

(e) co-operate with the Discloser in good faith to minimise reputational damage or loss of goodwill, including liaising on communications with the Privacy Regulator, affected individual(s) and other third parties to minimise disruption or distress to the individual in accordance with clause A16.11 below.

A16.10 The notification referred to in clause A16.9(a) must include all information in respect of the Data Breach reasonably requested by the Discloser for the purpose of investigating the Data Breach and at least describe:

(a) the nature of the Data Breach including (where possible):

(b) the individuals (or classes of individuals) to which the Personal Information relates and approximate number of affected individuals concerned;

(d) the systems, infrastructure and applications involved;

(e) the form or manner in which the information was stored (including, whether it was encrypted or protected by other security measures);

(f) the measures taken or proposed to be taken by the Recipient to address, remediate and mitigate the Data Breach, including, where appropriate, measures to mitigate its possible adverse effects;

(g) the likelihood that security measures or encryption (if any) can be overcome;

(h) to the extent known or foreseeable by the Recipient, the likely consequences of the Data Breach, including:
(i) the likelihood of serious harm or likelihood of risk to the rights or freedoms of the impacted individuals;
(ii) the kinds and number of persons who could have obtained unauthorised access to the data;

(i) any other relevant matters,

and, to the extent it is not possible to provide the information at the same time, the information may be provided in phases without undue further delay.

A16.11 Where a Data Breach is a Data Breach of the Recipient, except where a failure to notify would result in a breach of Privacy Laws, the Recipient must not disclose to any Privacy Regulator, affected individuals or other third party the occurrence, existence or circumstances surrounding an actual or suspected Data Breach without the prior written approval of the Discloser.

A16.12 Subject to clause A16.11, if a Data Breach of the Recipient is determined by the Discloser to be a Notifiable Data Breach and, if required by the Discloser, the Recipient must:

(a) prepare, or assist the Discloser to prepare, a notification to the Privacy Regulator relating the Notifiable Data Breach;

(b) notify, or assist the Discloser to provide the statement to, those individuals affected by the Notifiable Data Breach;

(c) provide a draft of the notices referred to above prior to notification to the Privacy Regulator, affected individual(s) or third party and consider the Discloser’s reasonable and lawful feedback and amendments; and

(d) co-operate in good faith with the Discloser in relation to the matters set out in this clause A16.12,

and, unless otherwise directed under this clause, the Recipient consents to the Discloser providing a written notice to the Privacy Regulator, affected individuals and third parties including the matters notified to the Discloser under clauses A16.9 and A16.10.

A16.13 Where the Recipient makes a notification under clause A16.12, it will provide a copy of all such notifications to the Discloser.

A17. BREACH AND TERMINATION

A17.1 If the Customer (or its employees, agents or contractors) is in breach of any payment obligation to Cotality under this Licence, Cotality may, at its election, do one or any of the following:

(a) suspend or terminate the Customer’s access to the Cotality Services or Product Data immediately upon written notice to the Customer;

(b) refer the matter (including the Customer’s name and contact details) to any debt collector or other third party to assist Cotality in collecting any fee not paid to Cotality under the terms of this Licence, including conducting any consumer credit searches or listing the Customer with a credit reporting agency.

A17.2 Cotality may suspend or terminate the Customer’s access to any Cotality Services in circumstances where:

(a) Cotality or a Third Party Data Provider reasonably believes that the Customer or any Customer Representatives:
(i) has used or disclosed the Cotality Services, Product Data or Confidential Information in a manner not permitted under this Licence, including for a purpose other than the Permitted Purpose; or
(ii) without limiting clause A17.2(a)(i), has materially breached clause A2 or A3 of this Licence;

(b) the Customer has breached the warranty in clause A10.2; or

A17.3 Either party has the right to terminate this Licence, by a 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 Licence, 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 (Rectification Period).

A17.4 Following the Initial Period, either party may terminate this Licence without cause upon at least 90 days prior written notice to the other party. If the Customer delivers a written notice to terminate under this clause, it must also deliver payment (if it has not done so already) for the entire 90 days’ notice period.

A17.5 If the Customer fails to rectify a breach during the Rectification Period and Cotality elects to terminate this Licence in accordance with clause A17.3, the Customer must pay any remaining Fees for the Initial Period or, if during a Renewal Period, the 90 day period from the notice of breach.

A18. CONSEQUENCES OF TERMINATION

A18.1 If this Licence is terminated or expires, all of the Customer’s rights to use the Cotality Services and Product Data will immediately end, and the Customer will destroy any copies of Cotality Services, Product Data and other Confidential Information that are either in the Customer’s possession or under the Customer’s control.

A18.2 Termination of this Licence will not act as a waiver of any breach of this Licence and will not act as a release of either party from any liability for breach of such party’s obligations under this Licence.

A18.3 A party’s termination of this Licence 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.

A18.4 The following clauses will survive any termination of this Licence: A5.1; A7; A8; A10.2; A11; A12; A13; A14, A15; A16; A18; A20; A21; A22; A23; and A24.

A19. FORCE MAJEURE

A19.1 Neither party is liable for any breach of its obligations under this Licence 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.

A19.2 If an event of Force Majeure continues for more than 90 days, either party may terminate this Licence by written notice to the other party.

A20. MARKETING COMMUNICATIONS

A20.1 The Customer agrees to Cotality:

(a) communicating with the Customer, via various channels and media (including email, SMS, phone, app notifications and by advertising on certain websites and social media) in relation to the Cotality Services and other products and services provided by Cotality which the Customer may be interested in; and

(b) sending certain operational messages to the Customer in relation to the Cotality Services.

A20.2 The Customer agrees that operational messages will not contain an unsubscribe link. If the Customer does not wish to receive such operational messages, the Customer may email Cotality at customercare@cotality.com and request to not receive operational messages. Some operational messages may not be able to be unsubscribed from without the Customer unsubscribing from the Product in its entirety. The Customer agrees that Cotality may send the Customer notifications relating to the Customer’s use of the Product and that the Customer can manage these notifications within the Product.

A21. NOTICES

A21.1 All notices hereunder will be in writing and addressed to the parties at their respective addresses notified to each other from time to time.

A21.2 Notice will be deemed given:

(a) in the case of hand-delivered mail upon delivery or in the case of 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);

(b) in the case of ordinary mail on the fourth day after the date of posting; and

A21.3 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.

A22. AUTOMATIC ONTHEHOUSE MEMBERSHIP

A22.1 Where the Customer is a licensed real estate agent or is employed by a real estate agency, the Customer acknowledges and agrees to become a member of Cotality’s free real estate listing portal onthehouse.com.au on the terms set out at https://www.onthehouse.com.au/agency-terms-conditions.

A23. GENERAL PROVISIONS

A23.1 No right under this Licence will be deemed to be waived except by notice in writing signed by the party to be bound.

A23.2 This Licence will be governed by and construed in accordance with the Laws in force in the Territory. Each party submits to the non-exclusive jurisdiction of the courts of that place.

A23.3 Cotality may vary a term of this Licence at any time by giving the Customer at least 30 days’ written notice. The Customer may accept the variation by:

(a) electronic acceptance such as by clicking “I agree” (or similar) upon notification of the variation; or

(b) continuing to use the Cotality Services following the written notification of the variation,

however, if the Customer reasonably believes the variation will materially impact the Customer’s use of the Cotality Services, then the Customer may terminate the Licence with respect to the affected Cotality Services by giving Cotality at least 30 days’ written notice, commencing at any time during Cotality’s 30 day notice period.

A23.4 Neither party may assign, transfer or novate this Licence without the other party’s written consent, which will not be unreasonably withheld. Cotality may assign this Licence or any right or obligation under this Licence without the prior consent of the Customer in connection with a restructure of the Cotality Group or a sale of all or part of Cotality’s assets, but will give notice to the Customer if this occurs.

A23.5 The Customer warrants that it has not relied:

(a) on any representation made by Cotality which has not been expressly stated in this Licence; or

(b) on the descriptions or specifications contained in any document or material produced or made available by Cotality.

A23.6 If the whole or any part of a provision of this Licence is void, unenforceable or illegal in a jurisdiction, it is severed for that jurisdiction. This clause has no effect if the severance alters the basic nature of this Licence or is contrary to public policy.

A23.7 Nothing contained or implied in this Licence makes one party the partner, agent, or legal representative of the other party for any purpose. Nothing in this Licence creates a partnership, agency or trust, and neither party has any authority to bind the other party.

A23.8 The rights and remedies provided in this Licence are in addition to other rights and remedies given by Law.

A23.9 Each party agrees to do all things and sign all documents reasonably necessary or desirable to give full effect to the provisions of this Licence or any Product Schedule and the transactions contemplated by it.

A23.10 Where any right under this Licence is expressed to be for the benefit of Cotality, the parties accept and acknowledge that Cotality will hold such right upon trust for each member of the Cotality Group, where each member of the Cotality Group is entitled to enforce such right in its own name.

A23.11 This Licence (together with any relevant amendments) constitutes the entire agreement of the parties about its subject matter and supersedes all previous agreements, understandings and negotiations on that subject matter.

A23.12 The Customer agrees that Cotality may send the Customer commercial electronic messages marketing Cotality’s goods and services and new products. The Customer also agrees that Cotality may send electronic messages containing updated information in relation to the services, news and various other information of related interest.

A23.13 The Parties consent to entry into this Licence by electronic means pursuant to the Electronic Transactions Act 1999 (Cth) or any equivalent legislation in the relevant jurisdiction.

A24. DEFINITIONS AND INTERPRETATION

A24.1 In these General Terms and Conditions, unless the context requires otherwise, or unless otherwise provided in a relevant Product Schedule:

Administrator means the person(s) having the allocated administrator log in for the Customer and having such administration rights as granted from time to time by Cotality.

Approved Contractor has the meaning given in clause A4.10.

Business Day means a day that is not a Saturday, Sunday or public holiday in the Territory.

API Key means the individual key allocated to the Customer and any additional security measures which may be introduced from time to time, enabling access to a Product accessible via a Cotality API.

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 arising in contract (including under an indemnity), tort (including negligence), statute, equity, at Law or otherwise.

Code Oversight Committee means the committee established to administer the PIIPD Code of Conduct.

Commencement Date has the meaning of Effective Date or, where a different date is specified in a Product Schedule, then that specified date.

Confidential Information means information (in any form) directly or indirectly disclosed by the Discloser to the Recipient (regardless of whether identified as such or not) and includes:

(a) the terms of this this Licence;

(b) the terms of each Product Schedule and the commercial arrangements between Cotality and the Customer;

(d) the Discloser’s Intellectual Property Rights and in the case of Cotality, any Intellectual Property Rights of third party suppliers to Cotality (or its Related Bodies Corporate);

(e) in relation to Cotality, the Cotality Materials; and

(f) in relation to the Customer, any Customer Materials,

but does not include the Excluded Information.

Consequential Loss means:

(a) special, indirect, incidental or punitive loss or damage; or

(b) any loss of profits, revenue or savings (other than Fees payable by a Customer in relation to the Cotality Services and any other amount payable under this Licence), loss of opportunity, loss or damage to or corruption of 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 Product Schedule,

in each case whether arising in equity, for breach of contract, tort (including negligence), breach of statutory duty, indemnity or otherwise, but does not include loss arising from a breach of clause A2 or A3 by the Customer, any additional charges payable by the Customer under clause A8.5 or A8.6, or a breach of clause A15 by either party.

Cotality means the member of the Cotality Group which is the contracting party to the Product Schedule, being either RP Data Pty Ltd ABN 67 087 759 171 trading as Cotality, (formerly known as RP Data Pty Ltd trading as CoreLogic Asia Pacific) or CoreLogic NZ Limited trading as Cotality, (formerly known as CoreLogic NZ Limited).

Cotality API means the application programming interfaces owned and/or licensed by Cotality, which allows the Customer to access or call a Product and Cotality Materials or integrate a Customer Application, and which:

(a) may consist of programmatic web APIs, interface definitions, generated code libraries, data and files and associated tools and/or documentation;

(b) includes all Modifications; and

(c) is made available by Cotality in its test and/or production environments (and such other environments) made available to the Customer from time to time.

Cotality Database means Cotality’s database of property data and information.

Cotality Disclaimers means (as applicable) any copyright or other proprietary notice, legal disclaimer, or government disclaimer:

(a) located at:
(i) if the contracting party to the Product Schedule is RP Data Pty Ltd ABN 67 087 759 171 trading as Cotality (formerly known as RP Data Pty Ltd trading as CoreLogic Asia Pacific), https://www.corelogic.com.au/legals/copyright-disclaimer;[BC3]
(ii) if the contracting party to the Product Schedule is CoreLogic NZ Limited trading as Cotality, (formerly known as CoreLogic NZ Limited), https://www.corelogic.co.nz/legals/disclaimers-nz[BC4] ;

(b) or otherwise:
(i) provided by Cotality to the Customer; or
(ii) provided with any Product Data.

Cotality Environment means any hardware, software, information, networks, systems or other technology solutions owned or controlled by Cotality (in the ordinary course of operating its business) and including any of these things used in the provision of the Cotality Services or on which Product Data is hosted or stored.

Cotality Group means RP Data Pty Ltd trading as Cotality, (formerly known as RP Data Pty Ltd trading as CoreLogic Asia Pacific), CoreLogic NZ Limited trading as Cotality, (formerly known as CoreLogic NZ Limited).

Cotality Materials means Cotality Confidential Information, Product Data, Cotality API, Cotality Services, the Cotality Environment, databases, platforms and models, including any other material provided or supplied by Cotality to the Customer, or otherwise accessed by the Customer or a Customer Representative in the use of the Cotality Services, and includes all Modifications to those materials.

Cotality Services means the provision of the Product Data, the Product, access to software or hosted platforms and/or valuation products set out in the Product Schedule, support services and any other services being provided by Cotality to the Customer pursuant to the terms of this Licence.

Cotality Representatives means Cotality and any of its employees, officers, directors, agents, contractors, associates, representatives and any other person who acts for or on behalf of Cotality.

Cotality website means the website maintained by Cotality through which the Customer accesses the Cotality Services, Products and/or Product Data, as the case may be.

Customer means you and any other parties for or on whose behalf you enter into this Licence.

Customer Application means the software application, website, or digital platform owned or licensed by the Customer and which:

(a) is used by the Customer to access and use the Product Data through the Cotality API for the Customer Permitted Purpose;

(b) is used by End Users and Customer End Users for the relevant Permitted Purpose(s);

(d) is described in the Product Schedule.

Customer Materials means any data, information, content, photographs, metadata and other materials provided or that may be supplied to Cotality by the Customer (or obtained by Cotality from the Customer), directly or indirectly, including listings data, agent details and any content posted or entered into any Product from time to time, but for clarity, does not include:

(a) the Cotality Material supplied under or in connection with the Cotality Services; and

(b) any materials that independently comes into the possession of Cotality (other than through the Customer or any Customer Representatives);

Customer Representative(s) means any of the Customer’s employees, officers, directors, agents, contractors, mortgage brokers, associates, representatives and any other person who acts for or on behalf of the Customer, including its Permitted Users and any Approved Contractors, or any other person who accesses or uses the Cotality Services (or any part of them) through the Customer (regardless of whether the person has the consent of the Customer or not).

Data Breach means a breach of security of the Recipient resulting in the accidental or unlawful destruction, loss, alteration, or unauthorised disclosure of, or access to:

(a) where the Customer is the Recipient, the Cotality Materials transmitted, stored or otherwise processed by the Customer in connection with this Licence or a Product Schedule; or

(b) where Cotality is the Recipient, the Customer Materials transmitted, stored or otherwise processed by Cotality in connection with this Licence or a Product Schedule.

Decommission has the meaning given in clause A6.2.

Derivative Work means a new original work or other works or materials created by the Customer based upon (whether by using, incorporating, adapting, altering, modifying or other nature) the Cotality Materials (in whole or in part) regardless of the means of doing so.

Direct Marketing means one to one marketing, normally supported by a database, which uses one or more advertising mediums to affect a measurable response and / or transaction from a person and includes, but is not limited to, telemarketing, bulk email messaging, postal canvassing, list brokering, the compilation, updating or validation of mailing lists, data matching, data analysis or data mining (whether through manual analysis or automated “big-data” type analysis), contacting vendors or purchasers, creating, preparing, compiling, updating or validating any marketing or contact lists.

Discloser means the party disclosing Confidential Information and/or Personal Information (as applicable) to the other party (or its representatives) in connection with this Licence.

Effective Date means the date and time that the Customer accepts these terms by either clicking “I accept” when indicated, by signing (electronically or otherwise) any Product Schedule provided by Cotality in relation to the Cotality Services (without amendment), by taking any of the steps set out in a Product Schedule as being ways to accept these terms, or by installing or using any of the Cotality Services, whichever occurs first.

Eligible Data Breach has the meaning given to that term under clause 26WE of the Privacy Act in respect of Personal Information which is disclosed to or received by a Party under or in connection with this Licence.

End User has the meaning given to it in the Product Schedule or if there is no definition means each person who is supplied (by the Customer or a Permitted User) a Product or Product derivative for that person’s own personal (non-commercial) use, where permitted by this Licence.

Excluded Information means any information to the extent which:

(a) it is in, or becomes part of, the public domain other than through breach of this Licence or an obligation of confidence owed to the Discloser; or

(b) the Recipient can prove by contemporaneous written documentation:
(i) it was already known to it at the time of disclosure by the Discloser; or
(ii) it was independently developed by the Recipient without reference to the Confidential Information of the Discloser; or
(iii) the Recipient acquired it from a source other than the Discloser or any of its representatives, where such a source is entitled to disclose it on a non-confidential basis.

Fair Use means that the use of the Cotality Services, Products, Cotality API and/or Product Data must be fair, reasonable and not excessive as determined by Cotality (acting reasonably) and by reference to:

(a) the Fees payable by the Customer;

(b) the number of Permitted Users;

(d) the number of devices, or locations, used to access the Cotality Services or Product Data; and/or

(e) whether the use of the Cotality Services and/or Product Data is unusual,

and use will be considered excessive and unreasonable where (without limitation):

(f) it materially exceeds the average and/or estimated use patterns over any historical period in the past;

(g) the number of devices or locations used to access the Cotality Services, or usage of the Cotality Services, exceeds what Cotality would reasonably expect having regard to the Customer’s business, its Permitted Purpose, its number of Permitted Users, its average and estimated use patterns over any historical period in the past.

Fees means the fee as set out in a Product Schedule.

Force Majeure means any circumstances beyond a party’s control including strikes or industrial disputes, acts of God, epidemics and pandemics, acts of government, declared states of emergency, refusal of licence, failures or outages of any utilities (including telecommunications and data communication equipment or services), denial of service attacks, 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.

GST has the meaning given to:

(a) where the currency is in AU$: that term in the A New Tax System (Goods and Services Tax) Act 1999 (Cth); and

(b) where the currency is in NZ$: goods and services tax in the Goods and Services Tax Act 1985 (NZ),

(together, GST Law).

Initial Period means the initial period or term specified in the Product Schedule.

Intellectual Property Rights means all industrial and intellectual property rights throughout the world protected or recognised at Law and includes all current and future registered and unregistered rights relating to:

(a) trade marks, business names, domain names, copyright works, databases, software, circuit layouts, designs, patents, trade secrets, 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 State, Territory and Commonwealth laws and regulations and other instruments under them, and consolidations, amendments, re-enactments or replacements of any of them).

Login Details means any user names, passwords, tokens, API Keys and other authentication credentials for use by a Permitted User for the purpose of accessing the Cotality Services.

Loss means all liabilities, losses, damages, outgoings, costs and expenses including reasonable legal costs (on a solicitor-client basis) and any penalties or fines imposed by a regulatory authority.

Modifications means all enhancements, modifications, updates, improvements, configurations and derivative works relating to or in connection with the Cotality Materials or Cotality Services.

Moral Rights means any moral rights including the rights described in Article 6bis of the Berne Convention for 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 1968 (Cth) or any other Law in the applicable jurisdiction), that exist or that may come to exist, anywhere in the world.

Notifiable Data Breach means a Data Breach or any other data breach that is notifiable to a Privacy Regulator under applicable Privacy Laws in respect of Personal Information which is disclosed to or received by a party under or in connection with this Licence and includes (to the extent applicable):

(a) an ‘Eligible Data Breach’ as defined under clause 26WE of the Privacy Act 1988 (Cth);

(b) a ‘Notifiable Privacy Breach’ as defined under s112 of the Privacy Act 2020 (NZ);

(c) a ‘personal data breach’ as defined under Article 4 of the GDPR and notifiable under Article 33 of the GDPR; and incorporated into the Data Protection Act 2018 (UK).

Payment Date means the due date specified in an invoice from Cotality, or if no due date is specified, means the 20^th day of the month following the date of an invoice from Cotality.

Permitted Purpose has the meaning set out in a Product Schedule or this Licence (as applicable), or if no purpose is set out in a Product Schedule or this Licence, means for the Customer’s internal business purposes.

Permitted User(s) means:

(a) employees of the Customer; or

(b) individuals expressly identified as a Permitted User in a Product Schedule,

who have been allocated a unique username and password in relation to the Cotality Services in accordance with this Licence.

Personal Information means ‘personal information’ as that term is defined in the relevant and applicable Privacy Laws, and which is disclosed to or received by a party under or in connection with an agreement.

PIIPD Code of Conduct is the Personal Identification Information in Property Data Code of Conduct for access to bulk data including identified information in the Queensland Valuation and Sales System (QVAS) database. More information about the PIIPD Code of Conduct can be found at www.propertydatacodeofconduct.com.au.

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:

(a) Australia: the Privacy Act 1988 (Cth), the Australian Privacy Principles, the Spam Act 2003 (Cth) and the Do Not Call Register Act 2006 (Cth) and any State or Territory acts and regulations applicable in the relevant State or Territory; and all applicable binding privacy codes or policies;

(b) New Zealand: 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 or policies;

(d) European Union: the EU General Data Protection Regulation 2016/679 (repealing Directive 95/46/EC) and Privacy and Electronic Communications Directive 2002/58/EC (as amended by Directive 2009/136/EC, and as may be superseded by the EU ePrivacy Regulation) and all national legislation implementing or supplementing the foregoing and all associated codes of practice and other guidance issued by any applicable data protection authority.

Privacy Regulator means any third-party entity which is able to exercise authority over the Discloser through operation of applicable Laws, and includes:

(a) in Australia: the Australian Prudential Regulation Authority, and the Office of the Australian Information Commissioner;

(b) in New Zealand: the Office of the Privacy Commissioner;

(d) in the European Union: the office of the relevant information commissioner.

Product means the product or products defined in a Product Schedule.

Product Data means any data, facts, information, statistics, analytics, indices, results, reports, valuation estimates, photographs, or meta data, including any Personal Information, property transactional, ownership and occupancy information, Property Attribute Data, or other information which is (at any time) accessed or obtained through the Cotality Services.

Product Period means the Initial Period (and any Renewal Period) specified in the Product Schedule.

Product Schedule means the schedule or application provided to the Customer separately in either hard or soft copy or online which is executed or accepted by or on behalf of the Customer which contains the Product identity and description, the fees payable and other material terms of the Customer’s right to use the Product.

Product Special Terms means any special terms set out from Part B onwards in this Cotality Licence Agreement applicable to any Cotality Services and/or Product Data as identified in the relevant Product Special Terms.

Property Attribute Data means factual data and information relating to a real property including recent sales activity, physical, environmental and other observable characteristics or features relating to that property including: living area and layout, number of bedrooms, bathrooms, floor levels, number of car spaces and type, fixtures, utility services, condition (including repairs, hazards or defects), access; construction type and materials, roof type, land size, property aspect, land and yard feature, spatial data; property improvements (such as buildings, pool, garage), and year built or renovated.

Recipient means the party receiving Confidential Information and/or Personal Information (as applicable) from the other party (or its representatives) in connection with this Licence.

Register of Excluded Parties means a register maintained by the PIIPD Code Oversight Committee of parties (whether organisations or individuals) who are prohibited from receiving access to the QVAS Database from Cotality or any other broker supplying QVAS data to customers.

Related Bodies Corporate:

(a) in New Zealand, has the meaning given to the term “Related Company” as that term is defined in the Companies Act 1993; and

(b) in Australia, has the meaning as defined in the Corporations Act 2001 (Cth),

and Related Body Corporate has a corresponding meaning.

Renewal Period has the meaning given in clause A1.2.

Representative means the Cotality Representatives and/or the Customer Representatives (as applicable).

Sanctions means any economic or financial sanctions, trade embargoes or export control laws or regulations (including those that regulate the export of defence and strategic goods and technologies), or restrictive measures administered, enacted or enforced by any Sanctions Authority.

Sanctions Authority means the United States government (including, with limitation, the Office of Foreign Assets Control of the U.S. Department of Treasury, the U.S. Department of State, the U.S. Department of Commerce, and including, without limitation the designation as a “specially designated national” or “blocked person”); the United Nations, including the United Nations Security Council (in each case as a whole and not its individual members); the European Union; the United Kingdom or any governmental institution or agency of the United Kingdom (including, without limitation, Her Majesty’s Treasury, the Office of Financial Sanctions Implementation, the Foreign and Commonwealth Office, the U.K. Department for Business, Innovation & Skills, or the Export Control Organisation); the Commonwealth of Australia (including, without limitation, the Department of Foreign Affairs and Trade); the Monetary Authority of Singapore; or any other relevant authority.

Tax Invoice has the meaning given to that term in the GST Law.

Territory means:

(a) if the contracting party to the Product Schedule is RP Data Pty Ltd ABN 67 087 759 171 trading as Cotality, (formerly known as RP Data Pty Ltd trading as CoreLogic Asia Pacific), Australia; and

(b) if the contracting party to the Product Schedule is CoreLogic NZ Limited trading as Cotality, (formerly known as CoreLogic NZ Limited), New Zealand,

or any other territory as specified in a Product Schedule.

Third Party Data Provider means any third party provider of data that is incorporated in the Product Data (and includes Land Information New Zealand and Australian State and Territory titles registries).

A24.2 In this Licence and each Product Schedule / Product Special Terms, unless the context otherwise requires:

(a) headings are for convenience of reference only and will not affect the interpretation hereof;

(b) the words “include” and “including” are not words of limitation;

(d) monetary amounts, $, £ or dollars expressed in a Product Schedule are a reference to the lawful currency of the Territory and are expressed as exclusive of GST, if any;

(e) other grammatical forms of a word or phrase defined in this Licence or a Product Schedule or Product Special Terms (as applicable) have a corresponding meaning;

(f) clause, schedule, annexure, exhibit or module is a reference to a clause, schedule, annexure, exhibit or module to this Licence or a Product Schedule or Product Special Terms (as applicable);

(g) an expression importing a natural person includes a partnership, joint venture, association, corporation, trading trust or other body corporate or government agency;

(h) a reference to any thing includes a part or all of that thing;

(i) a reference to any statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws amending, consolidating or replacing them and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute;

(j) a reference to a document includes an amendment or supplement to, or replacement or novation of, that document;

(k) a reference to a party to a document includes that party’s successors and permitted assigns;

(l) where the day on or by which any thing is to be done is not a Business Day, that thing must be done on or by the next Business Day.

A24.3 Industry terms: Industry used terms in respect of licensing or provision of data and/or information shall have the meaning generally applied to them (and as adopted by Cotality), and in this regard:

(a) analytics extends to the retrospective, current or forecast data output from a model and includes scores, variables, statistics, values, derived data, indices or estimates;

(b) models or modelling extends to any mathematical algorithm, statistical algorithm, rules based algorithm, formula or similar that utilises data inputs to produce an output; and

(c) malware extends to any malicious software code, programming instruction, including any thing or device that may damage, interfere, affect or otherwise modify the operation of any computer hardware or software, or that could disrupt, overload, impair, damage, manipulate, disable, divert or otherwise adversely affect, shut down or deny users (including Cotality) access to all or any part of the Cotality Material, the Product Data or the Cotality API, or otherwise impair the reliability of any data (whether by re-arranging, altering or erasing data in whole or in part or otherwise).

Part B – Special Terms for Marketing Contacts Data

These special terms apply to Customers using a Product that includes Marketing Contacts Data (including the RP Data Product and Property Guru Product) who have subscribed to access Marketing Contacts Data within the Product.

B1. DIRECT MARKETING

B1.1 Despite any other provision in this Licence, the Customer may use the Marketing Contacts Data available in the Product for Direct Marketing purposes, provided that:

(a) the Customer complies with any indicators in the Marketing Contacts Data regarding restrictions in using this information to contact prospects for sales and marketing campaigns;

(b) it does not use any other feature or aspect of the Product (or any other Cotality product) or any other Product Data for Direct Marketing purposes;

(c) the Customer prominently displays a notice as a part of each communication that a recipient may elect to no longer receive further communications from the Customer and display with the notice an address, number or other contact detail at which a recipient can easily contact the Customer, whether physically or electronically, in order for a recipient to communicate their election;

(d) the Customer notifies Cotality of any and all ‘opt-out’ requests or complaints they receive following use of the Direct Marketing tab by email to dmfeedback@cotality.com;

(e) the Customer only uses Marketing Contacts Data and any information within it for 30 days from the date of extract, after which it must delete all copies of that existing report and extract new Marketing Contacts Data;

(f) Customer must not incorporate Marketing Contacts Data (or any information within it) into any database, system or application;

(g) any Direct Marketing is in good taste and accords with generally recognised standards of high integrity and relates to the products or services which are within the Customer’s core business;

(h) the Customer must not disclose the Product Data or any part thereof (such as Property Attribute Data, automated valuation data, etc.) to any third party including the recipients of any marketing communications; and

(i) the Customer complies with clause A3.5 and all other statutory requirements around the use of marketing information in the Territory including the Do Not Call Register Act 2006 (Cth) and the Spam Act 2003 (Cth) or the Unsolicited Electronic Messages Act 2007 (NZ) as relevant.

B2. DEFINITIONS

In this Part B:

Marketing Contacts Data means consumer contact data (including name(s) and telephone number(s)) which is:

(a) supplied by a third party marketing database supplier; and

(b) in respect of the RP Data Product and/or Property Guru Product, is accessible:
(i) in the section titled “Marketing Contacts” on the property details page; and/or
(ii) using the “Marketing Export” function.

Property Guru Product means Cotality’s “Property Guru” product accessible via Cotality’s Property Guru platform and/or mobile application, or via the Cotality API, as set out in the Product Schedule.

RP Data Product means Cotality’s “RP Data” product accessible via Cotality’s RP Data platform and/or mobile application, or via the Cotality API, as set out in the Product Schedule.

Part C - Special Terms for Education Courses

These special terms apply to Customers that use Cotality Services as a component of an educational course as approved by Cotality

C1. CUSTOMER RESPONSIBLE FOR STUDENT USE

C1.1 The Customer is fully responsible for any act or omission of any of its students who use Cotality Services or Product Data (each a Student). The Customer is liable for additional charges attributable to any unauthorised use or misuse of any Cotality Services or Product Data by a Student in accordance with clause A8.5 and A8.6.

C2. ACCESS

C2.1 The Customer must not allow a Student to access or use the Cotality Services or the Product Data until the Student has agreed to be bound by this Licence in writing.

C2.2 The Customer and Students can only use the Cotality Services or Product Data (or Confidential Information) stipulated in the Product Schedule.

C3. PURPOSE

C3.1 Subject to the terms of this Licence and the Customer’s and Students’ compliance with this Licence, Cotality grants to the Students a non-exclusive, non-transferable, non-sublicensable limited licence during the Initial Period and each Renewal Period (if any) to access and use the Cotality Services and the Product Data in the Territory, within the Customer’s enterprise only and solely for the Customer’s educational course in the Territory.

C3.2 The Customer and Students agree to use the Cotality Services and Product Data solely for the educational course for which they are intended, and in accordance with all Laws. The Customer and its Students must not use the Cotality Services or Product Data in breach of any terms of this Licence (including any applicable Product Special Terms).

C4. FEES

C4.1 The Customer must not charge Students any fee for access to the Cotality Services or Product Data except to the extent the Student is in breach of this Licence and Cotality charges the Customer under clause C5.1. Unless otherwise approved by Cotality in writing, the Students must only be charged a single course fee by the Customer which includes access to the Cotality Services or Product Data.

C5. BREACH AND TERMINATION

C5.1 If any use is made of the Cotality Services or Product Data by any Student contrary to clause C3 above, then without prejudice to Cotality’s other rights and remedies, the Customer will immediately be liable to pay to Cotality an amount equal to the charges which the Customer would have been obliged to pay had Cotality granted a licence for such use at the beginning of the period of such use.

Part D - Special Terms for Title and Registry Searches

The Customer agrees to the Title and Registry Search Terms set out at https://www.corelogic.com.au/enduser-title-terms[BC5] when accessing, downloading and using any title or registry search(es) procured through any Cotality Service.

Part E - Special Terms for Emap

These special terms apply to Customers that use the eMap product

E1. Address Geocoding and Uploading

E1.1 Where this option is selected in the Product Schedule, Cotality will provide an initial address geocoding (appending XY coordinates) of the Customer’s addresses (Customer Records) against Cotality’s NZ MasterMap Addresses. Once geocoded, the records will be uploaded to the Customer’s eMap Platform, for access by Permitted Users.

E1.2 The Customer must deliver the Customer Records in the format specified in the Product Schedule. The Customer is solely responsible for ensuring the Customer Records are accurate, correct and up to date. The Customer acknowledges that errors or inaccuracy in the Customer Records may cause errors in the Matched Addresses generated in reliance on the Customer Records.

E1.3 In supplying the Customer Records, the Customer takes full responsibility for the disclosure and use of the Customer Records, including the Customer Record’s compliance with all relevant legislation (including but not limited to the Privacy Act 2020).

E1.4 The Customer grants Cotality a non-exclusive, non-transferable, non-sublicensable, royalty free licence to use the Customer Records to the extent necessary to enable Cotality to deliver the Matched Addresses.

E2. Customer Acknowledgements

E2.1 The Customer acknowledges and agrees that eMap may not be a complete and accurate record of all property information in New Zealand.

E3. Disclaimers

E3.1 The Customer acknowledges and agrees the data, information (including commentary), comparable properties, tools and calculators (including results and outputs) provided within eMap is subject to the Cotality Disclaimers and any other notices or disclaimers displayed within the eMap Platform.

E3.2 Cotality hereby expressly disclaims all warranties that the eMap Platform will function in an uninterrupted manner, be available 24 hours a day, 7 days a week.

E3.3 Cotality has no liability to the Customer (or the Customer’s Representatives) for destruction or corruption of any Customer Records (including any user profiles) contained on or stored in the eMap Platform.

E4. Definitions

Matched Addresses means those addresses from the Customer Records which have appended results or data supplied by Cotality in the provision of address cleansing and geocoding including Cotality’s NZ MasterMap Address data.

Part F – Special Terms for Estimator Product

These special terms apply to Customers that use the Estimator Product

F1. Additional terms

F1.1 Access: Via the Platform.

F1.2 Upon termination of the Licence, the Customer may continue using the Planswift Products and the Product Data, subject to the Customer’s ongoing compliance with clause A2.1 of this Licence and the terms of this Licence intended to survive termination or expiry of this Licence.

F1.3 Fair Use: Use of the Estimator Product and the Product Data is subject to Fair Use. Customer acknowledges that, where Fair Use is exceeded, clause A3.7 will apply. For clarity, any bulk exporting of Product Data from the Estimator Product is not Fair Use.

F2. Additional definitions

Cotality Cordell Tab means the tab accessible via the Planswift Product, that contains Cotality Product Data.

Education Accounts means a subscription for access to the Estimator Product:

(a) which enables access to Product Data for non-commercial use or trial use only; and

(b) where the Customer is an education institution,

as specified on the Product Schedule.

Estimator Platform means Cotality’s estimator platform which contains the Product Data, accessible:

(a) where the contracting party is RP Data Pty Ltd ABN 67 087 759 171 trading as Cotality, (formerly known as RP Data Pty Ltd trading as CoreLogic Asia Pacific):
(i) for all accounts except Education Accounts, at https://platinum.cordell.com.au;
(ii) for Education Accounts, at https://platinumedu.cordell.com.au;

(b) where the contracting party is CoreLogic NZ Limited trading as Cotality, (formerly known as CoreLogic NZ Limited):
(i) for all accounts except Education Accounts, at https://platinum.cordell.co.nz;
(ii) for Education Accounts, at https://platinumedu.cordell.co.nz,

or subsequent replacement URL as notified in writing by Cotality to the Customer.

Estimator Product means the property and building and construction information services and platforms (including the Estimator Platform and Planswift Product, as applicable) described in the Product Schedule.

Planswift Products means Planswift Pro Metric, as set out in the Product Schedule, which may be licensed to the Customer by Cotality with or without the Estimator Platform, and enables access to the Cotality Cordell Tab.

Platform means, as applicable:

(a) for the Estimator Product, the Estimator Platform; and

(b) for the Planswift Product, the current version of the Planswift Pro Metric software, as notified to Customer by Cotality.

Part G - Special Terms for AddressRight Locator

These special terms apply to Customers that use the AddressRight Locator product.

The special terms for the Cotality APIs also apply to this part G.

G1. Additional terms

G1.1 Access: Via the Address Right Locator API.

G2. Additional definitions

AddressRight Locator means the:

(a) location search tool which enables the Customer to obtain a Cotality location when navigating the Cotality Basemap Product (which may include address, road, suburb or point of interest); and

(b) the services provided by Cotality to enable the set-up, configuration of, and integration of the AddressRight Locator API with the Customer Application and any support services, as set out in the Product Schedule.

AddressRight Locator API means the application programming interface(s) owned and/licensed by Cotality, which allows the Customer to access the AddressRight Locator product and Cotality Materials, and includes all enhancements, modifications, updates, improvements, replacements and the like to the AddressRight Locator API.

Part H - Special Terms for Basemaps

These special terms apply to customers that use the Basemaps Product.

The special terms for the Cotality APIs also apply to this Part H.

H1. Additional terms

H1.1 Access: Via the Basemaps API.

H1.2 Licensing: Where a Customer on-supplies an End Product (as defined in the Product Schedule) to an End User pursuant to the Permitted Purpose, the Customer must ensure that the End User is prohibited from:

(a) using the End Product other than for the End User’s personal non-commercial use;

(b) providing the End Product to any other party; and

H1.3 If the Customer proposes to charge a fee to the End User (or otherwise earn revenue from End Users) in connection with End Users’ access to or use of Product Data, the Customer must first obtain Cotality’s consent to such proposal. Cotality’s consent (if given) may be given subject to such terms and Cotality determines (including the requirement for the payment of fees or royalties or the like to Cotality).

H1.4 Where the Customer elects to access and use the AddressRight Locator product in connection with the Basemap Product the Customer acknowledges and agrees that its use of the AddressRight Locator product is also subject to the additional terms set out in Part G (Special Terms for AddressRight Locator).

H2. Additional definitions

Basemaps API means the application programming interfaces owned and licensed by Cotality, which allows the Customer to access the Product and Cotality Materials, and includes all enhancements, modifications, updates, improvements, replacements and the like to the Basemaps API.

Basemap Product means the online web mapping tool, Basemaps, made available by Cotality to the Customer and Permitted Users through the Basemaps API and includes the Product Data and the Services.

Services means the services provided by Cotality to enable the set -up, configuration of, and integration of the Basemaps API with the Customer Application (if any) and any support services, as set out in the Product Schedule.

Part I - Special Terms for AddressRight

These special terms apply to Customers that use the AddressRight product

The special terms for the Cotality APIs also apply to this Part I.

I1. New Zealand Post Data

I1.1 If the Customer elects to receive New Zealand Post Data as part of the AddressRight product, the Customer warrants to Cotality that they have a valid licence agreement with New Zealand Post for the use of the New Zealand Post Data.

I1.2 Any rights in this Licence to Product Data which contains New Zealand Post Data is subject to the terms of the Customer’s licence with New Zealand Post, and nothing in this Licence operates to extend or otherwise grant rights in excess of the Customer’s licence with New Zealand Post in respect of the New Zealand Post Data.

I2. Customer Acknowledgements

I2.1 The Customer acknowledges and agrees that AddressRight is not a complete and accurate record of all addresses in New Zealand.

I3. Additional terms

I3.1 The Customer acknowledges that:

(a) subject to the provisions of this Licence, when carrying out the Permitted Purpose, the Customer is permitted to use the Product Data to verify addresses where addresses held by the Customer are incorrect, and once verified, to adopt the verified address into its own database(s) but with those verified addresses (which contain the Product Data) remaining subject to the licence granted in clause A2 of this Licence;

(b) Matched Addresses must be stored on a secure server and the Customer must ensure reasonable and appropriate security is in place to prevent collection, scraping, harvesting or bulk exporting of the Matched Addresses or any associated data. If the Customer knows or has reason to believe that there has been or is about to be collection, scraping, harvesting or bulk exporting of, or unauthorised access to, the Matched Addresses or any associated data by third parties the Customer must immediately notify Cotality by email to help@cotality.co.nz and must adhere to all reasonable instructions from Cotality to rectify such breach.

I4. Address Cleansing

I4.1 Where Address Cleansing is selected in the Product Schedule, Cotality will provide an initial address cleansing and geocoding of the Customer’s addresses (Customer Records) against Cotality’s NZ MasterMap Addresses.

I4.2 The Customer must deliver the Customer Records in the requested format as specified in the Product Schedule.

I4.3 Once Cotality receives the Customer Records, Cotality will:

(a) match the relevant Customer Records against Cotality’s database of New Zealand address data using Automated Matching;

(b) return the Matched Addresses to the Customer.

I4.4 The Customer is solely responsible for ensuring the Customer Records are accurate, correct and up to date. The Customer acknowledges that errors or inaccuracy in the Customer Records may cause errors in the Matched Addresses generated in reliance on the Customer Records.

I4.5 In supplying the Customer Records the Customer takes full responsibility for the disclosure and use of the Customer Records, including the Customer Record’s compliance with all relevant legislation (including but not limited to the Privacy Act 2020 (NZ)).

I4.6 The Customer grants Cotality a non-exclusive, non-transferable, non-sublicensable, royalty free licence to use the Customer Records to the extent necessary to enable Cotality to deliver the Matched Addresses.

I4.7 For clarity, the Matched Data (to the extent it contains Product Data) remains subject to the licence granted by Cotality to the Customer in clause A2 of this Licence.

I5. Additional Customer responsibilities

I5.1 The Customer acknowledges that:

(a) The AddressRight Product will be supported in accordance with the Standard Support Services specified in clause I8;

(b) any additional AddressRight product support required outside of that specified in clause I8 will need to be agreed in writing between the parties and may be subject to payment by the Customer of additional fees.

I6. Additional termination obligations

I6.1 Where a Customer is permitted to retain verified addresses obtained in accordance with this Part I, the Customer acknowledges that the retention and use of these addresses must continue to comply with the terms of this Licence.

I7. Candidate Address Validation

I7.1 The Customer may suggest new candidate addresses to be added to Cotality’s database of NZ MasterMap Address data (Candidate Address).

I7.2 If the Customer provides a Candidate Address to Cotality, the Customer hereby grants to Cotality and its service providers a worldwide, royalty-free, perpetual, irrevocable, non-exclusive right and licence to use, reproduce, distribute, transmit, perform, display (publicly or otherwise), adapt, make derivative works of, and otherwise commercialise and exploit, the Candidate Address.

I7.3 Customer agrees that:

(a) Candidate Addresses will be assessed by Cotality to check validity. The Customer may be required to provide supporting evidence;

(b) Cotality can elect to accept or not accept a Candidate Address in its discretion; and

(c) depending on the volume of Candidate Address suggestions, Fees may apply for the Candidate Address validation service. Cotality will notify the Customer in advance of the applicable Fees (if any).

I8. SERVICE SUPPORT

I8.1 Hours of support

(a) Standard Support Hours: 8.00am – 5.30pm each Business Day excluding Cotality’s Christmas/New Year shut down period (being from the last business day before the observed Christmas statutory holiday period, to the first business day after the observed New Year statutory holiday period).

(b) Out of Hours Support

5.30pm – 10.00pm each Business Day; and

8.00am – 10.00pm on weekends, public holidays and Cotality’s Christmas/New Year shut down period (referred to in I8.1(a) above).

During these times, Cotality will have technical support staff monitoring the services, and responding to any issues or faults in accordance with the Application Response and Restore Times detailed in clause I8.2(a) below.

I8.2 Application Response Times

Response Time is defined as the time taken for Cotality to identify and commence the process for restoring the Service.

(a) Within Standard Support Hours and Out of Hours

(b) Within Non-Supported Hours: Response and Restore times will be as described above, however will become effective only from the commencement of the next Standard or Out of Hours Support period (e.g. a fault occurring at 11.00pm will not be responded to by Cotality until 8.00am the next day).

I8.3 Product availability: Subject to scheduled outages for maintenance, or unforeseen outages, Cotality will use its reasonable endeavours to ensure that the Product availability exceeds 99.5% of the time, however Cotality does not warrant or guarantee that the Product will be continually available or fault free.

I8.4 Application maintenance: Cotality will endeavour to schedule outages or undertake maintenance to the Product (where possible) outside of normal business hours of 8.00am - 5.30pm Monday to Friday. Should Cotality undertake scheduled maintenance which is expected to result in an outage to the Product, Cotality will provide users with at least one week’s prior notice, by email.

I8.5 Fault reporting process

(a) During Standard Support Hours: Cotality will provide application support through Cotality’s Customer Service Centre. Issues or faults can be reported by contacting our Customer Service Centre on:

Phone: 0800 355 355 or 04 915 6000

Email: info@cotality.co.nz

(b) During Out of Hours and Non-Supported Hours: Cotality’s Customer Service Centre does not operate during these hours. Customers can still report an issue by calling and leaving a message on our voice mail system, or by sending an email, however these will not be responded to by our Customer Service Centre until the next Business Day.

I8.6 Additional or Non Standard Support

The support levels above are the Standard Support Levels applicable to the Product. Should additional levels of support be required outside of these standards, Cotality is happy to discuss individual requirements, subject to the payment of additional Support Services Fees.

I8.7 Additional definitions

AddressRight API means the suite of Cotality APIs for the search and autocompletion and population of address data

AddressRight Platform means the integration and testing portal available at https://addressright.co.nz/login, which includes technical documentation relating to the Address Right API.

Address Cleansing has the meaning set out in clause I4 of this Part.

Automated Matching means the process of using scripts (developed by Cotality) to analyse Cotality Address Data and Customer Materials to produce Matched Addresses.

Cotality Address Data means any results or data supplied by Cotality in the provision of the Product and includes the NZ MasterMap Address data.

Customer Materials has the meaning as defined in clause A24.1 of this Licence, and includes in particular for the purposes of the Address Right product the address data held by the Customer provided to Cotality for the purpose of Cotality validating and improving address records held by the Customer.

Matched Addresses are those addresses from the Customer Materials which have appended results or data supplied by Cotality in the provision of address cleansing and geocoding and includes Cotality Address data.

New Zealand Post Data has the meaning set out in the Product Schedule.

Record means the address selected from the list of autocompleted results by the End User.

Support Services means the support services described in I8 of this Part.

Part J – Special Terms for contracting with a Trust

These special terms apply where the Customer is a trust, and the contracting entity on behalf of the Customer is a trustee.

J1. TRUSTEE REPRESENTATIONS AND WARRANTIES

J.1.1 The Trustee represents and warrants to Cotality that:

(a) the Trust has been duly established;

(b) it is the only trustee of the Trust;

(c) it has been validly appointed as trustee of the Trust and no action has been taken or proposed to remove it as trustee of the Trust;

(d) if Cotality has requested a copy of the Trust Deed, a true copy of the Trust Deed (including any amending documents) has been provided to Cotality and discloses all the terms of the Trust;

(e) it has power under the terms of the Trust to enter into this Licence and comply with its obligations under it;

(f) it has in full force and effect the authorisations necessary for it to enter into this Licence, perform obligations under it and allow them to be enforced (including any authorisation required under the Trust Deed and its constitution (if any));

(g) it has a right to be fully indemnified out of the Trust Property in respect of obligations incurred by it under this Licence;

(h) the Trust Property is sufficient to satisfy that right of indemnity and all other obligations in respect of which the Trustee has a right to be indemnified out of the Trust Property;

(i) no action has been taken or proposed to terminate the Trust; and

(j) it and its directors and other officers have complied with their obligations in connection with the Trust.

J.1.2 The representations and warranties in clause J.1.1 are also taken to be made (by reference to the then current circumstances) every three months after the date of this agreement. The Trustee must notify Cotality immediately if any representation or warranty becomes untrue.

J.1.3 The Trustee acknowledges that Cotality has entered into this Licence in reliance on the representations and warranties in clause J.1.1.

J2. CAPACITY AND LIABILITY OF TRUSTEE

J.2.1 The Trustee acknowledges that it enters into this Licence in its capacity as trustee of the Trust and is only liable in its capacity as trustee.

J3. TRUSTEE UNDERTAKINGS

J.3.1 The Trustee undertakes, at Cotality’s request, to exercise its right of indemnity from the Trust Property in respect of obligations incurred by it under this Licence.

J4. NOTICE TO COTALITY

J.4.1 The Trustee must immediately notify Cotality in writing if it does anything which:

(a) effects or facilitates the retirement, removal or replacement of the Trustee as trustee of the Trust; or

(b) could restrict the Trustee’s right of indemnity from the Trust Property in respect of obligations incurred by the Trustee under the documents to which it is a party; or

(c) could restrict or impair the ability of the Trustee to comply with its obligations under the documents to which it is a party; or

(d) effects or facilitates the termination of the Trust; or

(e) effects or facilitates the variation of the Trust Deed.

J5. DEFINITIONS

J5.1 In this Part J, unless the context otherwise requires, the following words bear the following meaning:

Trust means the trust described in the Product Schedule.

Trust Deed means the trust deed relating to the Trust provided to Cotality prior to the Effective Date.

Trust Property means, all the Trustee’s rights, property and undertaking which are the subject of the Trust.

Part K – Credit Card Terms

These special terms apply to Customers who have elected to pay by credit card

K1. CREDIT CARD TERMS AND CONDITIONS

K1.1 The Customer authorises Cotality to make periodic withdrawals from the financial institution specified by the Customer in the online signup portal or secure payment portal. This authority is interpreted and enforced pursuant to the laws of the Territory. The Customer requests, until further notice in writing, to debit its nominated account, any amounts which Cotality may debit or charge the Customer.

(a) The financial institution may, in its absolute discretion determine the order or priority of payments by it if any monies pursuant to this request or any other authority or mandate.

(b) The financial institution may, in its absolute discretion, at any time notice by in writing to the Customer terminate this request as to future debits.

(d) The Customer is advised to verify account details against a recent bank statement and if uncertain to contact its financial institution.

(e) It is the Customer’s responsibility to ensure that it has sufficient clear funds in its nominated account to enable the direct debit to be honoured by its financial institution. Direct debits normally occur overnight; however transactions can take up to three (3) days depending on the financial institution.

(f) Any dispute arising from this or subsequent direct debits will be in the first instance directed to Cotality. If no resolution is forthcoming, the Customer is advised to contact its financial institution.

(g) Cotality will keep your information about your nominated account at the financial institution private and confidential unless this information is required to investigate a claim made in it relating to an alleged incorrect or wrongful debt, or otherwise required by law.

(h) By accepting these terms the Customer agrees to give 14 Business Days’ notice of cancellation in writing to Cotality.

(i) The Customer authorises Cotality to verify the details of the above mentioned account with the Customer’s Financial Institution. The Customer authorises the financial institution to release information allowing Cotality to verify the above mentioned account details.

(j) Cotality reserves the right to charge a credit card processing fee on all transactions as notified to the Customer from time to time.

Part L – Direct Debit Terms

These special terms apply to Customers who have elected to pay via direct debit

L1. DIRECT DEBIT REQUEST SERVICE AGREEMENT (DDRSA)

L1.1 By submitting the Direct Debit Request, you have authorised us to arrange for funds to be debited from your Account in accordance with the Licence.

L1.2 We will advise you 14 days in advance of any changes to the Direct Debit Request.

L1.3 For all matters relating to the Direct Debit Request, including cancellation, alteration or suspension of drawing arrangements or to stop or defer a payment, or to investigate or dispute a previous payment, you should:

(a) Notify us directly on 1300 734 318 (Australia) or 0800 355 355 (New Zealand) and confirm that notice in writing with us as soon as possible so that we can resolve your query more quickly; and

(b) Allow for 14 days for the amendments to take effect or to respond to a dispute.

L1.4 If our investigations show that your Account has been incorrectly debited, we will arrange for the Financial Institution to adjust your Account accordingly. We will also notify you in writing of the amount by which your Account has been adjusted. If, following our investigations, we believe on reasonable grounds that your Account has been correctly debited, we will respond to your query by providing you with reasons and copies of any evidence for this finding.
If we cannot resolve the matter, you can still refer it to your Financial Institution, which will obtain details from you of the disputed payment and may lodge a claim on your behalf.

L1.5 You should be aware that:

(a) direct debiting through the Bulk Electronic Clearing System (BECS) is not available on all accounts; and

(b) You should check your Account details (including the Bank State Branch (BSB) number) directly against a recent statement from your Financial Institution.

If you are in any doubt, please check with your Financial Institution before completing the drawing authority.

L1.6 It is your responsibility to ensure that:

(a) sufficient cleared funds are in the Account when the payments are to be drawn;

(b) the authorisation to debit the Account is in the same name as the Account signing instruction held by the Financial Institution where the Account is held;

(c) suitable arrangements are made if the direct debit is cancelled:
(i) by yourself;
(ii) by your Financial Institution; or
(iii) for any other reason.

L1.7 If the due date for payment falls on a day other than a Business Day, the payment will be processed on the next Business Day. If you are uncertain when the payment will be debited from your Account, please check with your Financial Institution.

L1.8 For returned unpaid transactions, the following procedures or policies will apply:

(a) we treat the payment as if it was never made;

(b) services may be suspended until the outstanding charges are paid; and/or

(c) it is your responsibility to pay any fees charged by your Financial Institution for drawings from your Account that are returned unpaid. If Cotality is charged a fee due to a drawing from your Account being returned unpaid, you agree that Cotality may pass those fees on to you (acting reasonably). We reserve the right to cancel the Direct Debit Request at any time if drawings are returned unpaid by your Financial Institution.

L1.9 All Customer records and Account details will be kept private and confidential to be disclosed only at your request or at the request of the Financial Institution in connection with a claim made to correct/investigate an alleged incorrect or wrongful debit or otherwise as required by law.

L1.10 If any provision of this DDRSA is found to be illegal, void or unenforceable for unfairness or any other reason (for example, if a court or other tribunal or authority declares it so), the remaining provisions of this DDRSA will continue to apply to the extent possible as if the void or unenforceable provision had never existed.

L2. Definitions

L2.1 Unless otherwise defined, a term defined in the Licence has the same meaning when used in this DDRSA and:

Account means the account nominated in the Direct Debit Request, held at your Financial Institution from which we are authorised to arrange for funds to be debited;

Direct Debit Request means the direct debit request between us and you as amended from time to time;

Financial Institution is the financial institution where you hold the account nominated in your Direct Debit Request as the account from which we are authorised to arrange for funds to be debited;

We means:

(a) in Australia, RP Data Pty Ltd trading as Cotality (formerly known as RP Data Pty Ltd trading as CoreLogic Asia Pacific) (User ID number 148962); or

(b) in New Zealand, CoreLogic NZ Limited trading as Cotality (formerly known as CoreLogic NZ Limited) (User ID number 0307681).

You mean the Customer/s who submitted the Direct Debit Request.

Part M – Special Terms for the Cotality APIs

These special terms apply to Customers who are expressly permitted in a Product Schedule to access, use and make available Product Data via a Customer Application.

M1. GRANT OF LICENCE AND ACCESS TO COTALITY APIs

M1.1 Licence: Subject to approval by Cotality of the Solution Design, Cotality grants to the Customer a non-exclusive, non-transferable, non-sub-licensable, limited licence, during the Initial Period and any Renewal Periods, to access and use the Cotality API, relevant Product Data and Cotality Materials in the Territory, solely for the Customer Permitted Purpose (and, as applicable, the Customer User Permitted Purpose and End User Permitted Purpose) and not for any other purpose, subject at all times to the Customer’s compliance with the provisions of this Licence.

M1.2 Access Restrictions: Cotality reserves the right to:

(a) suspend access to the Cotality API, Product Data or Cotality Materials or make them temporarily unavailable due to Cotality’s maintenance, system updates and upgrades, subject to any Service Levels;

(b) measure, tag and/or track the Product Data and Cotality Materials (and any use of them) including for billing purposes and/or to determine interest in certain areas and identify usage patterns;

(c) impose reasonable restrictions and limitations on the number and frequency of calls made by the Customer Application where Cotality determines that the Customer Application is unreasonably placing too great a load on the Cotality API;

(d) impose reasonable restrictions around calls made by the Customer Application on a time bound basis (e.g. expiry after a set time) where Cotality determines it reasonably necessary for the security of the Cotality API, Product Data or Cotality Materials; and/or

(e) where Cotality considers (acting reasonably) that there has been a breach or a likely potential for breach of clause M1.1 (regardless of whether relating to the Customer or any Customer Representative or End User, as applicable), suspend or deactivate the Customer access and use of the Cotality API,

but will use reasonable endeavours to advise the Customer in advance, unless Cotality considers immediate action to be reasonably necessary to protect the security or integrity of the Cotality API, the Cotality Services, the Cotality Environment or any Product Data.

M2. INTEGRATION AND IMPLEMENTATION

M2.1 Integration Functionality: The Customer agrees that the integration of the Cotality APIs with the Customer Application:

(a) must enable the Mandatory Functionality;

(b) may enable the Permitted Functionality; and

and must otherwise comply in all respects with the Solution Design and any other requirements expressly set out in the Product Schedule.

M2.2 Integration Costs: The Customer is solely responsible for any and all costs of any development and maintenance work required to integrate the Customer Application with the Cotality API, and for any and all costs to modify, alter or develop the Customer Application to:

(a) enable the Customer to comply with the terms of this Licence; and

(b) continue to inter-operate with the Cotality API following any Modifications.

M2.3 Integration Review: Prior to:

(a) enabling Customer Users and/or End Users (as applicable) access to the Product Data through the Customer Application in a live production environment; and

(b) any material variation or change to any functionality to the Customer Application (as approved) being enabled in a live production environment,

the Customer must first provide Cotality with opportunity to review:

(c) the Customer Application (and its use of the Product Data in the Customer Application) in the context of the obligations of the Customer under this Licence.

M2.4 Compliance with Agreement: Following any review under clause M2.3, the Customer must promptly comply with all reasonable instructions given by Cotality regarding any modifications Cotality may require to the Customer Application to ensure compliance with this Licence. Upon the Customer attending to such matters to the reasonable satisfaction of Cotality, Cotality shall promote the Customer Application into the production environment of the Cotality API.

M2.5 No Waiver:The Customer acknowledges and agrees that any failure by Cotality to identify breaches or non-compliance of this Licence following a review of the Customer Application under clause M2.3:

(a) is not a waiver of Cotality’s rights; and

(b) shall not be considered approval of the Customer’s compliance with this Licence,

and the Customer at all times remains responsible and liable for its compliance with the terms of this Licence.

M2.6 Third Party Integrators: Cotality may agree, at its reasonable discretion, to a Third Party Integration to enable the Customer to access the Cotality Services. If so, any Third Party Integration is subject to any terms reasonably notified by Cotality to the Customer or the Third Party Integrator. The Customer:

(a) is responsible for the Third Party Integration, including any technical issues which arise from the Third Party Integration;

(b) is responsible for any acts or omissions of the Third Party Integrator in relation to the Cotality Materials;

(d) must ensure that the Third Party Integrator and the Third Party Integration do not access, use or process any Cotality Materials other than in the course of providing services to the Customer; and

(e) acknowledges that Cotality may suspend the Customer’s access to the Cotality Services if Cotality reasonably suspects a Third Party Integrator or Third Party Integration has accessed, used or processed any Cotality Materials other than in the course of providing services to the Customer.

M3. SOLUTION DESIGN

M3.1 Development of Solution Design: Cotality will not promote the Customer Application to a live production environment, until the parties have agreed in writing the Solution Design. In this regard:

(a) the parties agree to work together in good faith to develop and agree upon the Solution Design;

(b) any approval of the Solution Design by Cotality is subject to the consent of Cotality which must not be unreasonably withheld; and

(c) if the Solution Design is not agreed within 30 days of the date of entry into this Licence, either Party may terminate this Licence (as regards the Customer Application) by notice in writing to the other at any time before any subsequent agreement being reached as to the Solution Design.

M3.2 Changes to Solution Design: In circumstances where the Customer requests a change or variation to any material functionality to the Customer Application and/or the Solution Design then:

(a) the parties will meet and discuss the terms upon which the Solution Design may be varied; and

(b) any variations to the Solution Design must be agreed by the parties and documented in a revised Solution Design which is executed by the parties.

M4. COTALITY OBLIGATIONS

M4.1 Cotality agrees to:

(a) supply the Product Data that are ordered by the Customer Users and/or End Users (as applicable) via the Customer Application for the Customer User Permitted Purpose and/or End User Permitted Purpose (as applicable);

(b) ensure that the Cotality API and Product Data are generally accessible outside emergency and scheduled outages;

(c) if it intends to make any Modification to the Cotality API that will have a material impact on the Customer Application, notify the Customer in writing at least thirty (30) days prior to the Modification being made, specifying the changes and the date for the changes to be made; and

(d) if Integration Support Services are being provided by Cotality (as specified in the Product Schedule), provide the Integration Support Services specified in the Product Schedule to assist with the integration of the Customer Application to the Cotality API. All Integration Support Services will be provided in conformity with generally prevailing industry standards,

on the terms and conditions set out in this Licence.

M5. SECURITY

M5.1 Cotality Obligation: Cotality will use commercially reasonable efforts to:

(a) establish, maintain and enforce security procedures and controls designed to ensure that the Cotality Services supplied under a Product Schedule do not contain any publicly known malware; and

(b) where specified in a Product Schedule, ensure that the Cotality Services are aligned with International Standards Organisation (ISO) 27001.

M5.2 Security Measures: The Customer must establish, maintain and enforce security measures to ensure that:

(a) any Customer Application used to access, integrate or communicate with any Cotality Environment meet or exceed the currently applicable standards set by the ASD Security Mitigation Strategies and aligns to the ISO 27001 and 27002 for data security; and

(b) the Customer Materials and any other materials provided to Cotality do not contain any publicly known malware; and

(c) it will not introduce itself and will use all reasonable endeavours (including adopting good industry practice) to prevent the introduction by any third party of any malware to the Cotality Environment (and/or the Cotality Materials).

M5.3 Anti-Scraping Software: If the Customer is permitted to provide access to the Product Data to End Users (as specified in the Product Schedule), the Customer must operate (and keep up to date) Anti-scraping Software on any Customer Application that enables an End User to access any Product Data via the internet or other network connected to the internet. Where requested by Cotality, the Customer will provide Cotality with the results of any reports or attempted intrusions detected by any such Anti-scraping Software (but only to the extent it relates to the Cotality Services).

M6. FEES

M6.1 Obligation: In consideration for the licence granted in clause M1.1, the Customer will pay Cotality the Fees within the time specified in the Product Schedule (or if no payment terms are specified, within thirty (30) days of the date of Cotality’s tax invoice).

M6.2 Customer as Reseller: If the Customer is permitted to resell the Product Data to End Users (as specified in the Product Schedule):

(a) Usage Report: The Customer must collect payment from its End Users and provide Cotality a Usage Report outlining the number and identity of End Users subscribed to receive the Product Data during the last month and such other information as agreed between the parties within ten (10) Business Days following the end of the month; and

(b) Invoicing: Upon receipt of the Usage Report, Cotality will issue the Customer a tax invoice detailing the Fees payable by the Customer in accordance with the Product Schedule.

M6.3 Excess Usage: Where the Fees are charged without reference to the volume of Product Data and/or Cotality Material called upon through the Cotality API (as detailed in the Product Schedule), those Fees are subject to Fair Use and clause A3.7 applies.

M7. ACKNOWLEDGMENT

M7.1 The Customer expressly acknowledges and accepts that the Product Data is made available subject to the disclaimers, limitations and descriptions set out in the Cotality Display Guidelines, and that any direct or indirect use by the Customer (and, as applicable, Customer User or End User) of any Product Data is subject to those disclaimers, limitations and descriptions set out in the Cotality Display Guidelines.

M7.2 Nothing in clause M7.1 operates to disclaim, avoid or limit any liability, guarantee or other term or condition which may at any time be implied or imposed by any Law which cannot lawfully be limited or excluded.

M8. LIABILITY

M8.1 Integration Support Services: If Cotality is providing Integration Support Services to the Customer (as specified in the Product Schedule), the Customer’s sole and exclusive remedy in respect of Cotality’s performance of the Integration Support Services is limited to (at Cotality’s reasonable election) re-supply of the relevant services or payment of the cost of re-supply of the relevant services in accordance with clause A11.4(b) of this Licence.

M9. NOTICE OF CHANGES

M9.1 Cotality will use reasonable efforts to give the Customer at least 30 days’ written notice of any changes to the Cotality Display Guidelines which materially impact the Customer’s use of the Product Data. If the Customer reasonably believes that the changes are detrimental to the Customer, then the Customer may terminate the Licence with respect to the affected Product Data by giving Cotality at least 30 days’ written notice, commencing at any time during Cotality’s 30 day notice period.

M10. DEFINITIONS AND INTERPRETATIONS

M10.1 Definitions: In these clauses M1 to M10, unless the context otherwise requires, the following words will bear the meaning set out hereunder:

Anti-Scraping Software means software designed to prevent Scraping Processes on websites and other applications.

Cotality Display Guidelines means the guidelines in relation to the use of the Cotality API and Product Data (including any usage policy, Cotality Disclaimers and other instructions) found at http://www.corelogic.com.au/displayguidelines.

Cotality Brand Guidelines means the Brand Guidelines available at https://www.corelogic.com.au/brandguidelines and any other document or instructions provided by Cotality to the Customer.

Cotality Trade Mark Licence means the guidelines in relation any Cotality branding and trademarks, including any Cotality Trade Marks found at: http://www.corelogic.com.au/trademarkterms.

Cotality Trade Marks means those registered and unregistered trademarks of Cotality identified in the Product Schedule or the Cotality Trade Mark Licence.

Customer Permitted Purpose means the sole purpose of:

(a) developing, implementing and maintaining the custom interface of the Customer Application with the Cotality APIs;

(b) if applicable, making calls and retrieving Product Data requests by and returned to End Users;

(c) with respect to the Cotality test environment, for reasonable testing and non-production use of the Cotality API in conjunction with the Customer Application; and

(d) if the Customer is permitted to resell the Product Data to End Users (as specified in the Product Schedule), sub-licensing the Product Data to End Users.

Customer User means those Customer employees or contractors authorised by the Customer to access the Customer Application specified in the Solution Design.

Customer User Permitted Purpose means the Customer User permitted purpose set out in the Product Schedule.

End User for the purposes of these Product Special Terms, means any end user of the Customer Application specified in the Product Schedule and who has accepted the End User Terms and been accepted as a registered user of the Customer Application.

End User Permitted Purpose means the permitted purpose specified in the Product Schedule.

End User Terms means those end user terms used by the Customer in relation to End Users accessing the Customer Application and which are:

(a) approved in writing by Cotality; or

(b) entered into by the End User for the benefit of the Customer and Cotality; and

(c) no less protective to Cotality that Cotality’s ‘End User Terms’ reproduced at http://www.corelogic.com.au/enduserterms.

Functionality the Mandatory Functionality, Permitted Functionality (to the extent utilised in the Customer Application) and Prohibited Functionality as set out in the Solution Design.

Integration Support Services means, if applicable, the services provided by Cotality to enable the set-up, configuration of and integration of the Cotality API to the Customer Application as set out in the Product Schedule.

Integration Support Fee means the fees identified in the Product Schedule to be paid by the Customer in consideration for Cotality supplying the Integration Support Services (if applicable).

Mandatory Functionality means the functionality set out in the Solution Design.

Permitted Functionality means the functionality set out in the Solution Design.

Prohibited Functionality means the functionality set out in the Solution Design.

Scraping Process means any:

(a) manual process (such as keying); and/or

(b) technology enabled tool (including any robot, spider, screen scraper, data aggregation tool or any tool that uses a process or processes to send automated queries),

to data mine, scrape, crawl, harvest, aggregate, repurpose, copy, extract (or similar) any processes, information, content, data or other material.

Service Levels means, if applicable, the service availability levels for the Cotality API as set out in the Product Schedule or as agreed in writing between the parties.

Solution Design means the document agreed between Cotality and the Customer and included as Schedule 1 to the Product Schedule or set out in a separate document titled Solution Design.

Third Party Integration means a software application, website or digital platform provided to the Customer by a third party (including as a service) which integrates with the Cotality API.

Third Party Integrator means the provider of a Third Party Integration.

Usage Report means outlining usage statistics and revenue paid by End Users in relation to the licensing of the Product Data in a format agreed in writing between the Parties from time to time and including the number of subscribers, the activation, termination or renewal of subscribers.

Part N – Special Terms for Republication of Cotality Data

These special terms apply, in addition to Special Terms for the Cotality APIs, where the Customer is expressly permitted in a Product Schedule to reproduce, publish, communicate or distribute Cotality Services or Product Data (including where Cotality Services and/or Product Data is reproduced on the Customer Application or in a Derivative Work) to an End User.

N1. REPUBLICATION TERMS

N1.1 The Customer must:

(a) display any disclaimers, limitations and descriptions relating to the Product Data on the Customer Application or in any Derivative Work in accordance with the requirements set out in the Cotality Display Guidelines and/or a Product Schedule;

(b) attribute Cotality as the source of any Product Data reproduced on the Customer Application or in a Derivative Work, in accordance with the requirements set out in the Cotality Display Guidelines and/or a Product Schedule;

(c) display the Cotality Trade Marks on the Customer Application or in a Derivative Work in accordance with the Cotality Trade Mark Licence;

(d) ensure any reproduction of the Cotality Services or Product Data on a Customer Application or in a Derivative Work is fair, reasonable and not excessive as determined by Cotality (acting reasonably);

(e) upon request provide Cotality the opportunity to review and approve the Customer Application or Derivative Work to ensure compliance with this Agreement;

(f) not re-publish or reproduce any Cotality Services and/or Product Data on a Customer Application in a Derivative Work in any way that may damage the reputation or goodwill of Cotality, misrepresent or alter the meaning of the content of the Cotality Services or Product Data, or otherwise mislead the reader;

(g) unless otherwise approved, not sell or license the Cotality Services, Product Data or any Derivative Work for profit or gain; and

(h) where the End User is required to be an Authenticated User, the Customer must require such End Users to accept the End User Terms and relevant Cotality Disclaimers in a binding manner (such as click-wrap) before enabling an End User to access any Cotality Services or Derivative Work;

N2. COTALITY TRADE MARKS

N2.1 Where Customer is required to use the Cotality Trade Marks (as set out in the Product Schedule and Solution Design), Cotality grants to the Customer a limited licence to use the Cotality Trade Marks:

(a) for the duration of the Initial Period and any Renewal Periods;

(b) subject to the Cotality Trade Mark Licence and the Cotality Brand Guidelines; and

(c) otherwise solely to enable the Cotality Trade Marks to be displayed on the Customer Application in the manner set out in the Solution Design.

N3. NOTICE OF CHANGES

N3.1 Cotality will use reasonable efforts to give the Customer at least 30 days’ written notice of any changes to:

(a) the Cotality Trade Mark Licence; and

(b) the Cotality Brand Guidelines.

N4. Definitions

N4.1 In this Part N, the following words bear the following meaning:

Authenticated User means an end user of the Customer Application who, before gaining access to the Cotality Services, must:

(a) have accepted the End User Terms;

(b) be a registered user of the Customer Application; and

Part O – Special Terms for RiTA Product

These special terms apply to Customers that use the RiTA Product

O1. RiTA Platform

O1.1 Use of RiTA Platform: The Customer acknowledges and agrees that the Customer is responsible for:

(a) ensuring that any information provided to Cotality, or that Cotality may request from the Customer as part of creating the RiTA Account, is complete and accurate;

(b) the use of, and any and all activity conducted on, the RiTA Platform, by Permitted Users

(d) ensuring that any activity performed on the RiTA Platform by Permitted Users complies with the terms and requirements for use provided by the Customer under or in connection with this Licence;

(e) complying with all statutory requirements around the use of the RiTA Platform, including (but not limited to) complying with Privacy Laws, the Do Not Call Register Act 2006 (Cth) and the Spam Laws; and

(f) without limiting paragraph (e) above, ensuring that all SMS and email messaging comply with the Spam Laws, including ensuring that:
(i) the recipient of an SMS or email message that is not a DCEM has consented to the sending of that message (and that consent has not been withdrawn more than 5 Business Days prior to the message being sent);
(ii) any SMS or email message that is not a DCEM contains an Opt-Out Option; and
(iii) every SMS and email message contains accurate contact details for the Customer.

O1.2 The Customer must not:

(a) use the RiTA Product, and must ensure its Permitted Users do not use the RiTA Product, in a way which is or could reasonably be considered to be offensive, inappropriate, obscene, unlawful or otherwise objectionable; or

(b) cause or do anything that is likely to cause, damage to Cotality’s goodwill, brand, reputation or bring the Cotality Services into disrepute in relation to its and its Permitted Users’ use of the RiTA Product.

O1.3 Management and administration: For the avoidance of doubt, the Customer is responsible for all activities relating to the management and administration of the RiTA Platform and Permitted Users including:

(a) management of Permitted Users’ access to the RiTA Platform, including adding and removing users;

(b) the content of SMS Scripts and emails sent from the RiTA Platform;

(d) implementation of the Business Rules in the RiTA Platform.

O2. Customer Provisioned Phone Number

O2.1 The Customer acknowledges and agrees that Cotality will provision one or more Australian number on its behalf (Customer’s RiTA Number) and that if the Customer does anything that results in the Customer’s RiTA Number(s) being banned or blocked by Australian regulators, the Customer will pay the costs of replacing the Customer’s RiTA Number(s).

O2.2 The Customer indemnifies Cotality for all Claims and Losses suffered by Cotality arising out of banning or blocking of the Customer’s RiTA Number.

O3. Anti-Spam and Opt-Out Options

O3.1 The Customer will indemnify Cotality for all Claims or Losses suffered by Cotality arising out of the Customer’s breach of Privacy Laws and/or Spam Laws in connection with the Cotality Services, including the Customer’s failure to include an appropriate Opt-Out option in SMS and email messaging.

O4. Lead Sourcing Product

The following terms apply, in addition to the above, where a Customer has subscribed to the Lead Sourcing Product:

O4.1 Use of RiTA Platform: The Customer acknowledges and agrees that the Customer is responsible for:

(a) obtaining and maintaining a current subscription to the RiTA Platform during the Product Period of this Licence;

(b) ensuring that any information provided to Cotality, or that Cotality may request from the Customer as part of the RiTA Account and Lead Sourcing Product, is complete and accurate.

O4.2 Use of the Lead Sourcing Product: The Customer acknowledges and agrees that the Customer is responsible for:

(a) the use of Lead Sourcing Product, by Permitted Users;

(b) monitoring Permitted Users’ use of the Lead Sourcing Product;

O4.3 Management and administration: For the avoidance of doubt the Customer is responsible for the management and administration of the Permitted Users of the Lead Sourcing Product, including the content of Call Scripts.

O5. Customer Acknowledgments

O5.1 The Customer:

(a) acknowledges and agrees that as part of providing the Cotality Services to the Customer, Cotality may process conversations between the Customer and the Customer’s End Users through third-party providers who may be located overseas, and that Personal Information may be transferred outside of Australia as part of this processing; and

(b) must ensure it has appropriate consent from End Users to provide the End User Personal Information to Cotality for provision of the Cotality Services.

O6. Definitions

O6.1 In this Part O:

Business Rules means the rules that govern the SMS Responses that RiTA sends to the Customer’s contacts based on the Customer’s Contacts’ SMS responses (if any) to each SMS message sent by RiTA.

Call Lists means the list of contacts with contact details supplied by the Customer for RiTA to contact and converse with via SMS.

Call Shifts means the period of time where Lead-Sourcer is placing calls and engaging with the list of Customer’s Contacts.

Call Scripts means a preapproved template of discussion points used by the Lead-Sourcers when contacting the Customer’s Contacts.

Customer’s Contacts means the list of contacts details (names, email and phone), supplied by the Customer to Cotality for use in the RiTA Platform and the Lead Sourcing Product.

Customer’s Contacts List means the full list of the Customer’s Contacts supplied by the Customer to Cotality.

Lead Sourcing Product means the services set out in the Product Schedule between Cotality and Customer in relation to:.

(a) Lead Sourcing Automation Product; and/or

(b) Lead Sourcing Calling Product,

as described in the Product Schedule(s).

Lead-Sourcers means the resources engaged by Cotality to provide services as part of the Lead Sourcing Product.

DCEM means a Designated Commercial Electronic Message (as defined in the Spam Act 2003 (Cth)).

RiTA Platform means the:

(a) RiTA AI lead generator platform available at https://app.ritabyaire.com; and/or

(b) RiTA mobile application.

RiTA Product means the Cotality Services provided in respect of:

(a) the RiTA Platform,; and

(b) where selected by the Customer, the Lead Sourcing Product,

as set out in the relevant Product Schedule(s).

SMS means Short Message Service.

SMS Scripts means the predetermined message content to be sent by RiTA using SMS.

Spam Laws means the Spam Act 2003 (Cth), Spam Regulations 2021 (Cth) and other instruments made under the Spam Act 2003 (Cth).

Opt-Out option means an unsubscribe mechanism included in an email or SMS message that:

(a) allows the recipient to elect to no longer receive marketing messages from the Customer; and

(b) complies with all applicable requirements under the Spam Laws.

Part P – Special Terms for Plezzel Product

These special terms apply to Customers that use the Plezzel Product.

P1. Advertising Material and Distribution Rights

P1.1 Where in Cotality’s reasonable opinion the Advertising Material supplied by the Customer would be contrary to another party’s rights, corporate policies, or any applicable Laws, then Cotality, acting reasonably, may:

(a) refuse to distribute or publish any or all Advertising Material supplied by the Customer;

(b) refuse any requests or variations sought by the Customer to vary any or all agreed Advertising Material; and

(c) make the final decision in respect of the promotion and marketing of the Advertising Material on the Advertising Platforms or otherwise in respect of the provision of the Cotality Services.

P2. Use, Management and Administration of the Plezzel Platform:

P2.1 The Customer acknowledges and agrees that the Customer is responsible for:

(a) ensuring that any information provided to Cotality is complete and accurate;

(b) the use of, and monitoring of any and all activity conducted on, the Plezzel Platform, by Permitted Users;

(c) ensuring that any activity performed on the Plezzel Platform by Permitted Users complies with the terms and requirements for use provided by the Customer under or in connection with this Licence; and

(d) the management or administration of the Plezzel Platform including but not limited to the setup of Permitted Users.

P3. Digital Marketing Services Requests

P3.1 Submitting a Digital Marketing Services Request:

(a) Manual Digital Marketing Services Option:

(i) Where the Customer has elected to utilise the Manual Digital Marketing Services Option, a request for a Digital Ad will be submitted where a request for a Digital Ad is lodged by the Customer through the Plezzel Platform or Marketing System in accordance with the order form (Manual Request).

(ii) Upon receipt by Cotality of the Manual Request, Cotality will:

(A) in respect of a Manual Request for a Standard Digital Marketing Digital Ad, use best efforts to deliver the campaign by the Customer’s requested start date for the Digital Ad to go live (Campaign Start Date) (if any). If no Campaign Start Date is provided by the Customer, Cotality will deliver the Campaign as soon as reasonably practicable;

(B) in respect of a Manual Request for Bespoke Digital Marketing Digital Ads:

(1) seek to meet the Customer’s requested Campaign Start Date for the Campaign;

(2) prepare a proposed Campaign outline (Proposed Campaign) to be submitted to the Customer for approval; and

(3) make any reasonably requested amendments as requested by the Customer to the Proposed Campaign and resubmit the Proposed Campaign to the Customer for approval;

(1) use commercially reasonably endeavours to action the Manual Request (by making the Campaign go live) by the Campaign Start Date; and

(2) email the Customer as soon as reasonably practicable once the Campaign is live.

(iii) Where the Customer has nominated a Campaign Start Date, if Cotality does not receive confirmation from the Customer approving a Proposed Campaign within one (1) Business Day of Cotality submitting to the Customer the Proposed Campaign for approval (including any amendments requested by the Customer in accordance with this clause P3), Cotality will proceed with the Proposed Campaign on the assumption that it has been accepted. Customer acknowledges that this is reasonably necessary to avoid delays to the commencement of the Proposed Campaign in line with the Customer’s nominated Campaign Start Date.

(b) Automated Digital Marketing Services Option:

(i) Where the Customer has informed Cotality that the Customer wishes to put in place the Automated Digital Marketing Services Option and identified the product(s) for automated ordering in the Product Schedule, and these instructions are complete and have been agreed to by Cotality:

(A) a request for a Digital Ad will automatically be created where information pertaining to a new property is provided to Cotality (including through the Property Feed) (Default Request); and

(B) following the creation of a Default Request, a Campaign will automatically be created and go live,

(Automated Request).

(ii) An Automated Request will be automatically fulfilled based on:

(A) information pertaining to the relevant property provided to Cotality; and

(B) the Default Digital Ad(s) advised by the Customer as per the requirements set out in the Product Schedule. Where no Default Digital Ad(s) has been provided, the Automated Request will not be fulfilled, and a Campaign will not be published unless a Manual Request is made.

P3.2 Cancelling a Digital Marketing Services Request:

(a) Manual Digital Marketing Services Option:

(i) Where a Manual Request for a Standard Digital Marketing Digital Ad has been made, the Customer may request the cancellation of the Manual Request by sending Cotality an email confirming the Manual Request is to be cancelled (Cancellation Email):

(A) no later than one (1) Business Day prior to the Campaign Start Date, and no work has commenced, in which case no Cancellation Fee will apply; or

(B) at any time after the Campaign Start Date or where work has commenced, in which case:

(1) Cotality will use reasonable endeavours to remove the Campaign from all applicable platforms as soon as reasonably possible, but in either event within one (1) Business Day; and

(2) a Cancellation Fee will apply to cover the work Cotality has undertaken to prepare the Digital Ad, in accordance with the fees set out in the Product Schedule.

(ii) Where a Manual Request for a Bespoke Digital Marketing Digital Ad has been made, the Customer may request the cancellation of the Manual Request by submitting a Cancellation Email:

(A) no later than one (1) Business Day prior to the Campaign Start Date, and no work has commenced, in which case:

(1) no Cancellation Fee will apply; but

(2) Cotality may charge the Customer for any reasonable costs and expenses incurred by Cotality (in respect to time and resources spent on the Digital Marketing Services Request) up to and including the date of the Cancellation Email (DMS Expense);

(B) at any time after the Campaign Start Date or where work has commenced, in which case:

(1) Cotality will use reasonable endeavours to remove the Campaign from all applicable platforms as soon as reasonably possible, but in either event within one (1) Business Day;

(2) a Cancellation Fee will apply to cover the work Cotality has undertaken to prepare the Digital Ad in accordance with the fees set out in the Product Schedule; and

(3) Cotality will be entitled to charge the Customer for any reasonable DMS Expenses and Ad Spend, incurred up to and including the date of the Cancellation Email.

(b) Automated Digital Marketing Services Option:

In respect of an Automated Request, the Customer may request the cancellation of the Automated Request by:

(i) selecting the recall option available through the Plezzel Platform by no later than one (1) Business Day prior to the Campaign Start Date, in which case no Cancellation Fee will apply; or

(ii) sending a Cancellation Email at any time during the Campaign after the Campaign Start Date, in which case, the terms set out in clause P3.2(a)(ii)(B) will apply.

P4. Campaign Variations

P4.1 Variation Requests: Where the Customer requests a change to a Digital Marketing Services Request or a Campaign (Variation Request):

(a) the Customer must provide to Cotality, by written notice, at least two (2) Business Days’ prior to the date on which the variation is to come into effect, details of the Variation Request (Variation Notice);

(b) within two (2) Business Days of receipt of the Variation Notice, Cotality will accept or deny the Variation Request.

P4.2 Cotality’s Obligation: Cotality will not be obligated to comply with a Variation Request unless Cotality accepts the Variation Request.

P5. Interruptions and delays due to third party providers

P5.1 The Customer acknowledges and agrees that Cotality relies on products and services provided by third parties to enable Cotality to provide the Cotality Services to the Customer. If a third party suspends, terminates or changes the way it provides a product or service on which Cotality relies, Cotality may not be able to provide the relevant Cotality Services or the Cotality Services may be reduced, delayed or interrupted. In these circumstances:

(a) Cotality is not liable for any Loss suffered by the Customer as a result of any delay in providing or interruption to the Cotality Services;

(b) the only recourse available to the Customer will be provision of the relevant services again by Cotality in a manner reasonably agreed by the parties; and

(c) if the reduction, delay or interruption to the Cotality Services results in a Degradation then Cotality will notify the Customer and clause A6.2 applies to the affected Cotality Services.

P6. Plezzel Featured Properties Page

P6.1 If, after ten (10) days from the Effective Date, the Customer has not provided Cotality with Admin Access to the Customer Facebook Business Page Cotality will use the Plezzel Featured Properties Page to run the Digital Ad on the Meta Platforms for the duration of the Ad Term. If that occurs, the Customer acknowledges and agrees that:

(a) the Customer will not have exclusive use of the Plezzel Featured Properties Page and Cotality may contemporaneously run digital marketing advertisements for other customers using the Plezzel Featured Properties Page;

(b) Cotality has no control of the Meta Platforms or the algorithms used by Meta which control the display of Digital Ads on the Meta Platforms;

(i) Cotality will not be liable for any Loss that the Customer may suffer in connection with the Suspension; and

(ii) the only recourse available to the Customer will be provision of the relevant services again by Cotality, once the Suspension is lifted, and Cotality will extend the Ad Term by the period of the Suspension.

P7. Definitions

P7.1 In this Part P:

Account means a customer instance of the Plezzel Platform, where the customer has unique log in credentials to that particular Plezzel Platform instance.

Active Agent means a real estate agent that is listed on an active listing.

Advertising Material means any media materials (including advertising, promotional and publicity materials, listings information, photographs and other related or supporting materials provided by the Customer to Cotality under or in connection with this Licence or any other material that is otherwise developed or prepared by the Parties (including material produced by Cotality in the course of providing the Cotality Services) that is produced for display and advertisement on the Advertising Platforms for the purpose of promoting the Customer’s real estate business under or in connection with the Cotality Services.

Advertising Platform means a platform on which a Campaign is published/advertised as specified in the Product Schedule.

Ad Spend means the amount of money spent on a specific campaign on such platforms as but not limited to, Facebook and Google Ads.

Ad Term means the period of time during which the Customer’s Ad will be shown on the Meta Platforms as selected by the Customer in the Plezzel Platform.

Admin Access means access to the administrative dashboard to set up and run Digital Ads on the Meta Platforms.

Automated Marketing Services Option means Cotality’s services option for automatic requests for and delivery of Digital Ads.

Bespoke Digital Marketing Digital Ad means a Digital Ad listed as a ‘Bespoke Digital Marketing Digital Ad’ in the Plezzel Platform.

Campaign means where a Digital Ad is live on the Customer’s selected Advertising Platforms.

Campaign Start Date has the meaning set out in the Product Schedule.

Cancellation Fee means the fees set out in the Product Schedule.

Customer Facebook Business Page means a business Facebook page set up by or for the Customer to run advertisements on Meta Platform, and over which the Customer has Admin Access and control.

Customer Materials means any and all documents, information, content or other materials provided or supplied to Cotality by the Customer in connection with the Plezzel Product, including without limitation, the Customer’s:

(a) Style Guide;

(b) Marketing System;

(d) Property Feed.

Default Digital Ad means, in respect of the Automated Marketing Services Option, a Digital Ad selected by the Customer to be a default Digital Ad as specified in the Product Schedule.

Digital Ad means a Standard Digital Marketing Digital Ad or Bespoke Digital Marketing Digital Ad, as selected by the Customer in the Plezzel Platform.

Digital Marketing Services Request means a request by the Customer for Digital Marketing Services as further specified in the Product Schedule.

Digital Marketing Services Options means the Manual Digital Marketing Services Option and the Automated Digital Marketing Services Option.

DMS Expenses has the meaning set out in the Product Schedule.

Expenses means any pre-approved fees, expenses or other disbursements, including (but not limited to) travel and accommodation costs and any applicable third party costs reasonably and directly incurred by Cotality for the purpose of the provision of the Digital Ads.

Manual Digital Marketing Services Option means Cotality’s services option for manual requests for Digital Ads.

Marketing System means customer’s system, including but not limited to Campaign Track, RealHub, RedHQ, AdvendaPRO, to order marketing materials for a property listing campaign (which includes Digital Marketing Deliverables).

Meta means Meta Technology Company.

Meta Platforms means social media platforms which are owned and controlled by Meta including Facebook and Instagram.

Plezzel Platform means Cotality’s client facing platform where the Customer can gain request Digital Ads.

Plezzel Product means the Cotality Services relating to the Plezzel Platform and digital marketing services requested by the Customer through the Plezzel Platform, and further described in the Product Schedule.

Plezzel Featured Properties Page means the business Facebook page set up by or for Cotality to run advertisements on Meta Platforms, and over which Cotality has Admin Access and control.

Proposed Campaign means the proposed design for a Bespoke Digital Marketing Digital Ad as further specified the Product Schedule.

Standard Digital Marketing Digital Ad means a Digital Ad listed as a ‘Standard Digital Marketing Digital Ad’ in the Plezzel Platform.

Variation Request is defined in the Product Schedule.

Part Q – Special Terms for Customer Engagement Tool Products

These special terms apply to Customers that use a Customer Engagement Tool Product.

The special terms for the Cotality APIs also apply to this Part Q, save as expressly varied below.

Q1. Integration and Implementation

Q1.1 The Customer:

(a) agrees to provide to Cotality such information as reasonably required and as reasonably requested by Cotality to enable Cotality (or its Third Party Providers) to undertake the Development Services (if any); and

(b) grants a non-exclusive, non-transferable and limited licence to Cotality (and its Third Party Providers) for the Initial Period and any Renewal Period to the Intellectual Property Rights of the Customer as is reasonably needed for Cotality to undertake the Development Services (if any), and display such Intellectual Property in the Application.

Q1.2 Prior to the proposed launch date of the customised Application, Cotality (or its Third Party Providers, as applicable) will provide a version of the customised Application in a non-production environment for the purposes of Customer acceptance testing (Test Version).

Q1.3 The Customer must validate and test any functionality and design specification that form part of the Development Services and graphic design services (if any) (Specifications) implemented by Cotality (or its Third Party Providers, as applicable) as soon as practicable after being provided with the Test Version, to ensure the customised Application complies with the Solution Design and this Licence and identify any errors in Cotality’s (or its Third Party Providers’, as applicable) implementation of the Specifications (Acceptance Testing).

Q1.4 The Customer will conclude its Acceptance Testing within no later than four (4) Business Days of being notified by Cotality of the Test Version and notify Cotality of either:

(a) its acceptance of the Test Version (Acceptance Notice); or

(b) details of any errors or failures to meet the Acceptance Testing (Failure Notice).

Q1.5 Upon receiving a Failure Notice, Cotality (or its Third Party Providers, as applicable) must, and at its own expense, rectify the failures to ensure that the customised Application passes the Acceptance Tests. Upon completion of the rectification, Cotality (or its Third Party Providers, as applicable) will resubmit a Test Version for further Acceptance Testing.

Q1.6 Following receipt of the Acceptance Notice, Cotality will promote the customised Application to a live production environment upon the later of:

(a) the proposed launch date; or

(b) as soon as practicable after receiving the Acceptance Notice.

Q2. Solution Design

Q2.1 Development of Solution Design: Cotality will not promote the Application to a live production environment, until the parties have agreed in writing the Solution Design. In this regard:

(a) the parties agree to work together in good faith to develop and agree upon the Solution Design;

(b) any approval of the Solution Design by Cotality is subject to the consent of Cotality, which must not be unreasonably withheld; and

(c) if the Solution Design is not agreed within 30 days of the date of this Licence, either Party may terminate by notice in writing to the other at any time before any subsequent agreement being reached to the Solution Design.

Q2.2 Changes to Solution Design: In circumstances where the Customer requests a change or variation to any material functionality to the Customer Engagement Tool Product and/or the Solution Design then:

(a) the parties will meet and discuss the terms upon which the Solution Design may be varied; and

(b) any variations to the Solution Design must be agreed by the parties and documented in a revised Solution Design which is executed by the parties.

(c) the parties acknowledge and agree that the Solution Design will be shared with Cotality’s Third Party Providers for the sole purpose of Cotality completing its obligations under this Licence.

Q3. Development Services

Q3.1 Subject to clause A12 of the General Terms and Conditions, the Customer’s sole and exclusive remedy in respect of Cotality’s performance of the Development Services is limited to re-supply of the relevant services.

Q3.2 The Development Services will be deemed complete (including for the purposes of Acceptance Testing) on the earlier of:

(a) a functioning version of the customised applicable Customer Engagement Tool Product which complies with the Solution Design is ‘live’, as determined by Cotality in its reasonable discretion; and/or

(b) the Customer directs Cotality to promote the applicable Customer Engagement Tool Product to the production environment.

Q4. Acknowledgement

Q4.1 The Customer acknowledges and agrees that it is the Customer’s responsibility to comply with all Laws (including, but not limited to Privacy Laws) in relation to the collection, storage, use, and disclosure of Personal Information in connection with the Application.

Q4.2 The Customer acknowledges that on termination or expiry of this Licence:

(a) all access to Reports, including Reports shared with third party End Users will no longer be accessible through the applicable Customer Engagement Tool Product or any links to the Reports; and

(b) the Customer will no longer have access to the CET Dashboard.

Q5. Customer Listings

Q5.1 The Customer acknowledges and agrees:

(a) to become an ‘Agency Member’ of onthehouse.com.au on the terms set out at https://www.onthehouse.com.au/agency-terms-conditions (Agency Member Terms), which includes terms about the publication of ‘for sale and for rent listings’ on onthehourse.com.au;

(b) that Cotality may:

(i) retrieve the Customer Listings from the Customer’s CRM provider; and

(ii) upload those listings onto onthehouse.com.au (including any subdomains) in accordance with the Agency Member Terms.

Q5.2 For the purposes of this Licence, Customer Listings are Customer Materials.

Q6. Direct Marketing Consent

Q6.1 The Customer must provide the following Direct Marketing Consent to each End User, and each End User must accept the Direct Marketing Consent before the Customer provides a Report:

Please tick the box below to view the FREE report in your browser.

☐ I have read and understood the Terms of Use and Privacy Policy in respect of the Reports and Cotality Data accessed on this Website.

☐ I agree that the information I’ve provided on this Website can be used by [Customer] to contact me about the property market, promotional campaigns and for other marketing purposes [in accordance with Customer’s Privacy Policy].

Q6.2 The Customer acknowledges and agrees that:

(a) Cotality may change the Direct Marketing Consent in clause

Q6.1 above, from time to time, to align with Privacy Laws; and

(b) it is the Customer’s responsibility to supply to Cotality the current link to its privacy policy located on its website to complete the Direct Marketing Consent and supply to Cotality any updated link to the Customer’s privacy policy within 2 business days of the new link going live.

Q7. Definitions

Q7.1 In this Part Q:

Application has the meaning given to it in the Product Schedule.

Customer Listings means all materials comprising an advertisement for the sale or rental of a real property including all information, property attribute data and photographs and other related or supporting materials, in connection with the listing.

Customer Engagement Tool Product means Cotality’s Customer Engagement Tool product including access to the Reports, Application and the CET Dashboard, as set out in the relevant Product Schedule between Customer and Cotality.

Third Party Provider means: Reapit Agentpoint Pty Ltd (ACN 647 181 155)

Currency

The terms of this Licence Agreement are current as and from 1 July 2025.

‍

NZ Terms and Conditions