Licence Agreement


Schedule B
General Terms and Conditions for Licence Agreement 


  1. Commencement and Duration

    1.1
    Subject to clause 1.2 of these terms and conditions, this Agreement commences with effect from the Commencement Date and ends on the End Date unless terminated earlier in accordance with clause 6 or 2.4 of these terms and conditions.
    1.2
    On or before the End Date the parties may by mutual agreement renew the Agreement for a further 12 month period, with the terms of Schedule A in respect of any such further period varied as notified by Generosity New Zealand at the time of renewal.
  2. Variation

    2.1
    The parties acknowledge that Generosity New Zealand relies on, and has obligations and provides services to, third parties in relation to the information contained on the databases provided as part of the Services, and that it may therefore be necessary to make changes to the databases during the term of the Agreement.
    2.2
    Subject to clause 2.3 of these terms and conditions, if significant changes are made to the databases during the term of the Agreement, Generosity New Zealand may amend the Subscription Fee so as to reasonably take into account the changes made.
    2.3
    Generosity New Zealand shall use reasonable endeavours not to make any significant changes under clause 2.2 of these terms and conditions which are likely to disturb or detract from the provision of the Services as contemplated at the date of the Agreement.
    2.4
    Other variations to this Agreement (not being variations of the content of the databases provided as part of the Services or of the Subscription Fee) may be made at any time by written agreement of the parties.
  3. Intellectual Property Rights

    3.1
    The Services, including any materials such as computer disks, posters and pamphlets, software, copyright and other intellectual property rights, belong to, and shall remain the property of Generosity New Zealand.
    3.2
    Subject to Schedule A specifying that the Right of Public Access applies, the Subscriber has the right to have the software and other materials provided as part of the Services on their premises for the purposes of providing public access to the databases and for providing information relating to the Services to third parties.
    3.3
    The Subscriber may print out material retrieved through the provision of the Services for the purposes of clause 3.2 of these terms and conditions and may authorise third parties to do the same but apart from that, the Subscriber shall not make or distribute a copy of the entire database or software contained in the Services.
    3.4
    The Subscriber may recover copying or printing costs of material retrieved from the Services by making a reasonable charge per page to a third party, but apart from that, the Subscriber shall not charge for providing information or access to the Services to third parties.
  4. Assignment

    4.1
    The Agreement is between Generosity New Zealand and the Subscriber only. Any rights granted thereunder are personal to the Subscriber and may not be transferred or sublicensed without prior written consent from Generosity New Zealand.
  5. Security

    5.1
    The Subscriber shall take all reasonable steps to ensure that any information provided as part of the Services pursuant to this Agreement is protected by such security safeguards as it is reasonable in the circumstances to take against loss and unauthorised access, use, modification, disclosure or other misuse.
  6. Termination

    6.1
    If the Subscriber does not pay the Subscription Fee in the manner set out in the Agreement, Generosity New Zealand may terminate the Agreement upon 7 days notice in writing to the Subscriber without any further obligation to the Subscriber.
    6.2
    In the event that the Subscriber becomes bankrupt or is placed into receivership or liquidation, the Agreement will terminate immediately and Generosity New Zealand shall have no further obligation to the Subscriber.
    6.3
    Notwithstanding clause 1.1 of these terms and conditions, either party may terminate the Agreement by giving one months written notice to the other party.
    6.4
    If the Agreement is terminated by either the Subscriber or Generosity New Zealand for any reason (other than by the Subscriber under clause 6.7), Generosity New Zealand shall have no obligation to refund to the Subscriber any Subscription Fee already paid by the Subscriber relating to the period from the date of termination until the End Date .
    6.5
    Termination of the Agreement shall not prejudice or affect the accrued rights, claims or liabilities of the parties
    6.6
    On termination of this Agreement, the Subscriber shall return as soon as possible to Generosity New Zealand all material and software supplied by Generosity New Zealand to the Subscriber as part of the Services under the Agreement. At the request of Generosity New Zealand, the Subscriber shall also destroy any copies of material, software or data provided as part of the Services held by it.
    6.7
    If either party commits a breach of any of the conditions of the Agreement and fails to remedy that breach within 7 days after receiving notice from the other party specifying the breach and requesting it to be remedied, the other party may terminate the Agreement immediately.
  7. Warranties and Limitation of Liability

    7.1
    Generosity New Zealand warrants that the databases provided as part of the Services are able to be operated and provide information. Other than that, the Subscriber acknowledges that Generosity New Zealand makes no other warranties in relation to the Services, including warranties of merchantability and fitness for a particular purpose.
    7.2
    In the absence of wilful default or dishonesty by Generosity New Zealand, Generosity New Zealand shall not be liable to the Subscriber in contract, tort, equity, negligence or otherwise in relation to the Services. Generosity New Zealand shall not have to pay the Subscriber or anyone else for anything caused by, resulting from or relating to anything Generosity New Zealand does or omits to do, whether or not it is contemplated or authorised by this Agreement, no matter how or why any liability, injury, expense, loss of profit or other loss might arise.
    7.3
    If for any reason the exclusion of liability set out in clause 7.2 of these terms and conditions does not apply, or is not valid or enforceable, or if for any reason Generosity New Zealand is ever held liable to the Subscriber for anything, regardless of how that liability arises, then in the absence of wilful default or dishonesty, the liability of Generosity New Zealand shall be limited to the Subscription Fee.
    7.4
    The Subscriber acknowledges that Generosity New Zealand has obtained the information included within the Services from other sources and that whilst Generosity New Zealand has compiled the databases in good faith, Generosity New Zealand has no responsibility for the accuracy or completeness of such information.
    7.5
    The parties acknowledge that they have entered this Agreement in good faith, and will use their respective reasonable endeavours to assist each other in relation to this Agreement.
  8. Information

    8.1
    At the request of Generosity New Zealand, the Subscriber will promptly provide any information or documents that Generosity New Zealand may require from time to time to give effect to this Agreement, including without limitation, doing all such things as Generosity New Zealand may require in order to ensure that a security interest created under this Agreement (if any) constitutes a perfected security interest in terms of the Personal Property Securities Act 1999.
  9. Force Majeure

    9.1
    Neither party shall be liable for any act, omission or failure to perform any obligation under this Agreement if such act, omission or failure arises from any cause reasonably beyond the party’s control.
  10. Notices

    10.1
    Notices given under this Agreement must be in writing. Notices shall be properly given if delivered or sent by mail, e-mail or facsimile to the party at its Address for Notices (or as notified in writing by either party from time to time).
    10.2
    Any notice so given shall be deemed to be given at the time when it was actually delivered, sent by facsimile or within 48 hours after the time it was mailed to the receiving party at its Address for Notices.
  11. Updates

    11.1
    Generosity New Zealand may provide the Subscriber with updates to the information provided as part of the Services which Generosity New Zealand makes generally available to its subscribers during the term of this Agreement. The updated information may include more accurate or up-to-date data, or more complete data. Immediately upon its provision, the updated information shall form part of the Services.