1.1 This agreement is made between you (“the End User”) and Terralink International Limited (“Terralink”) when you click the ["I ACCEPT"] for Terralink Terms and Conditions within the “create user account page” within the Zoodle website and it constitutes the terms and conditions in respect of your access to and purchase of the following Reports: Local Sales Report Home Valuer Report Comprehensive Property Report (a combined report of the two reports noted above and the Property Information Report referred to in Zoodle Limited’s terms and conditions). The provisions set out below are the only terms and conditions on which Terralink will agree to provide the Terralink Property Information Reports. By accessing the Reports you agree to be bound by all these terms and conditions.
2. Duration of the User Agreement
2.1 This agreement will continue until either you disabled your account within the Zoodle website or send notice in writing to Terralink or Terralink terminates it. Either party may terminate it at any time by you electing to disable your account or by sending a notice of termination to Terralink or by Terralink sending notice of termination to you in writing, such notice maybe serve to your email address as entered into your account within Zoodle. On termination, you will cease to be an authorised End User and you will no longer be eligible to access or purchase the Reports.
3. Notices
3.1 If you wish to terminate this agreement in writing you may serve a notice on Terralink for the purposes of this agreement by sending it by e-mail to greghuddleston@terralink.co.nz or by post to The General Manager, Terralink International Limited, PO Box 2872, Wellington 6140, New Zealand. Terralink may serve a notice on you by sending it to your e-mail address or postal address appearing on the User Details entered when you set up your user account within Zoodle Limited. Notices will be deemed to have been served one hour after transmission by e-mail or 3 days after dispatch by post. You are responsible for notifying Terralink of any change to your e-mail or postal address.
4. Username and Password
4.1 You are responsible for all use of the Reports accessed and or purchased using your username(s) and password(s), whether or not the use is made by you or by someone else using your username(s) and password(s). You are responsible for protecting and securing your username(s) and password(s) from unauthorised use. If you believe there has been a breach of security of your username(s) or password(s), such as theft or unauthorised use, you should notify Terralink immediately by e-mail to info@terralink.co.nz
4.2 If Terralink has reason to believe that any information you have supplied is not accurate, or if Terralink considers that you have breached this agreement it may terminate this agreement without liability to you and you will cease to be an authorised End User for the purposes of accessing the Reports.
5. Changes to the User Agreement
5.1 Terralink may add to, remove or change the provisions of this agreement from time to time. All additions and changes will be notified to you by being posted on this page. It is your responsibility as a user to refer to these additions and changes. They will come into effect immediately on being posted and you will be deemed to have accepted them if you make access to the Reports after that time. If you do not wish to accept them, you must terminate this agreement as described above. You are required to provide Terralink with complete and accurate registration information and to update your information if it changes. If you fail to do so, you will be in breach of this agreement.
6. Modification of Reports
6.1 Terralink reserves the right to change, modify, suspend or discontinue any or all parts of the Reports at any time. Terralink reserves the right to restrict a user’s access to parts or all of the Reports without notice or liability.
6.2 Some of the materials in the Reports are sourced from Land Information New Zealand (“LINZ”), PropertyIQ Limited, PropertyInsight and Valuation Consultants New Zealand Limited (“VCNZ”). Terralink may at any time require you to amend or delete any material (or any part of the material) that you have obtained from the Reports that is sourced from LINZ or PropertyIQ Limited and you must provide satisfactory evidence to Terralink that such material has been amended or deleted as required by Terralink.
7. Copyright
7.1 Some of the materials contained on the Reports are protected under copyright and other laws of New Zealand and under international conventions, and similar laws abroad. Unless otherwise stated, copyright and other intellectual property rights in all material published in the Reports, including, but not limited to, the textual material, artwork, photographs and visual elements, is owned or controlled by Terralink or its licensors.
7.2 You agree not to remove, cover, overlay, obscure or change any copyright notices, legends, or terms of use which Terralink may post on the Reports.
8. Disclaimer
8.1 All conditions, guarantees and warranties expressed or implied by statute, common law, equity, trade customer usage or otherwise are expressly excluded to the maximum extent permitted by law.
8.2 Without limiting clause 8.1:
(a) the Reports are provided “as is” and “as available”, and you use the Reports at your own risk. Access to the Reports may be interrupted, restricted or delayed from time to time without notice. Terralink does not warrant or guarantee that the Reports available via the Zoodle Website will be available continuously or that the operation of the Zoodle Website will be error-free. Terralink reserves the right to change, modify, suspend or discontinue any or all parts of the Reports at any time without notice;
(b) you acknowledge and agree that some of the material on the Reports is sourced from third parties outside Terralink. Terralink makes no representations and gives no warranties of any kind whatsoever in relation to any of the material contained in the Reports. In particular, Terralink does not warrant that the material in the Reports is free from errors, omissions, or other inaccuracies, or is fit for any particular purpose. You agree to release Terralink from all liability (whether in contract, tort [including negligence], equity or on any other basis) for any errors, omissions or other inaccuracies in the material in the Reports;
(c) Terralink makes no representations and gives no warranties that the material in the Reports, as delivered, will be capable of being processed on your computer equipment and software or that your data will be compatible with the material in the Reports or work effectively in combination with the material on the Zoodle Website and the Zoodle service
(d) Terralink has no obligations to convert the material in the Reports for use by you with your computer equipment and software (such installation and conversion being entirely at your own risk), nor does Terralink have any obligation for training you or your personnel in the use of the Reports; and
(e) Terralink does not give any warranty that the material in the Reports will be free from infection, viruses or destructive code. Terralink shall not be liable (whether in contract, tort [including negligence], equity or any other basis) for any damage to, or viruses that may infect your computer equipment or software due to your use, downloading or conversion of the material in the Reports.
8.3 You understand and acknowledge that neither the Home Valuer Report and the Comprehensive Property Report are Landonline documents in terms of the Land Transfer Act 1952 or any legislation in substitution thereof.
8.4 You understand and acknowledge that the Home Valuer Report:
(a) is a report produced using an AVM owned by VCNZ and for which VCNZ has granted a licence to Terralink for the purposes of re-sale, and as such are subject in all respects to VCNZ’s Terms and Conditions of Use which are attached as Schedule 2 to these End User Terms and Conditions. In accepting the End User Terms and Conditions you are also deemed to have accepted VCNZ’s terms and conditions, which must be accepted by you before you can order a Home Valuer or Comprehensive Property Report;
(b) are not registered valuers report nor a full current market valuation; nor is it intended to replace a registered valuers report nor a full current market valuation. If either a registered valuers report or a full current market valuation report is required you should consult a registered valuer;
(c) are the products of automated valuation technology and not any physical site visit or examination of plans or boundaries. No warranty can be given as to the condition, title, functional or economic obsolescence of a property, or any other matters; and,
(d) are based on the property being freehold and upon on an analysis of statistical property data provided by third parties.
8.5 You acknowledge and agree that the limitations and exclusions of liability contained in:
(a) clauses 8.1, 8.2, 9.1, 9.2 and 9.3 (with all references to Terralink) deemed to be replaced with references to LINZ, PropertyInsight, PropertyIQ Limited and VCNZ) ; and
(b) clause 9.4; apply for the benefit of and may be enforced by LINZ, PropertyInsight, PropertyIQ Limited or VCNZ in relation to the material in the Reports sourced by Terralink from LINZ, PropertyInsight, PropertyIQ Limited or VCNZ (as the case may be) for the purposes of the Contracts (Privity) Act 1982. For the avoidance of doubt, this clause shall not in any way limit Terralink’s right to enforce any of the provisions of this agreement in relation to the material sourced by Terralink from LINZ, PropertyInsight, PropertyIQ Limited or VCNZ.
8.6 Without limiting clause 8.5, you acknowledge and agree that the limitations and exclusions of liability contained in Schedule 1 apply for the benefit of and may be enforced by PropertyIQ Limited in relation to the material in the Reports sourced by Terralink from PropertyIQ Limited for the purposes of the Contracts (Privity) Act 1982.
9. Liability and Indemnities
9.1 Terralink shall not be liable (whether in contract, tort [including negligence], equity or on any other basis) for any loss, damage, liability, or expense sustained by you or any other person, directly or indirectly, from any use whatsoever of the material in the Reports or otherwise in connection with this agreement (even if Terralink has been advised of, or has knowledge of, the possibility of such loss, damage, liability or expense). Such loss/damage includes, without limitation, damage to property, injury to persons, loss of profits, business interruption loss, loss of data, any other loss, damage or expense that arises either as a result of the material in the Reports being shown to be wholly or partially incorrect or unsuitable, or arising from non-delivery or delay in delivery of the material in the Reports and loss as a result of any amendment to or deletion of the material in the Reports in accordance with clause 6.2 of this agreement.
9.2 Without limiting clause 9.1, Terralink shall not be liable (whether in contract, tort [including negligence], equity or on any other basis) for any loss, damage, liability or expense whatsoever arising from any modification, amendment or deletion (whether pursuant to clause 6.2 of this agreement or otherwise) made to the material in the Reports or any compilation or derivative work created from or using the material in the Reports in each case whether made by you, or by any other person.
9.3 Terralink makes no representations and gives no warranties that any person has consented to the provision of the material in the Reports to you or consented to, or approved, any subsequent use or disclosure of the material in the Reports by you.
9.4 In the event that any exclusion of Terralink’s, LINZ’s, PropertyInsight, PropertyIQ Limited or VCNZ’s liability set out in the agreement is inapplicable or is held unenforceable, Terralink’s, LINZ’s, PropertyInsight, PropertyIQ Limited and VCNZ’s total aggregate liability, under or in connection with this agreement, or arising out of any use, reproduction, modification, amendment or deletion of the material in the Reports, or creation of compilations or derivative works of or from the material in the Reports (by you or by ant other person), whether that liability arises in tort (including negligence), contract, equity or on any other basis, shall be limited as follows:
(a) Terralink International’s total aggregate liability shall be limited to $100; and,
(b) LINZ’s, PropertyInsight, PropertyIQ Limited and VCNZ’s total aggregate liability shall be limited to $1.00 each.
10. Privacy
10.1 Terralink is an Agency for the purposes of the Privacy Act 1993. All personal information you supply to Zoodle Limited when you create a user account and which is supplied by Zoodle to Limited to Terralink for the purposes of providing the Reports to you, will be dealt with by Terralink in accordance with that Act. Terralink may from time to time send you information on selected products and services and invite others to do so. Should you not wish to receive this material email your request and contact details to info@terralink.co.nz . You are deemed to have given your permission to Terralink to convey all or part of your registration information to independent auditors for the sole purpose of verifying Report requests via the website. As part of the verification process, you may be contacted by these independent auditors and asked to confirm that you have registered with the Zoodle Website and accessed the Reports supplied to you by Terralink. Accordingly, you may not register any personal details other than your own.
10.2 You have the right to access your personal profile and correct any of your personal information recorded.
10.3 You will ensure that your use of any material obtained from the Reports will be in accordance with the Privacy Act 1993.
11. Protected Rights
11.1 The name and logo of Terralink International Limited and Terranet are registered trade marks. You are not permitted to use or reproduce or allow anyone to use or reproduce these trade marks for any reason without our express written permission. The software which operates the Website and provides the Reports is proprietary software and you are not permitted to use it except as expressly allowed under the terms of this agreement. Any other use or purported licensing, modification, enhancement or interference is strictly prohibited.
12. Governing Law
12.1 This agreement is deemed to have been made in New Zealand and is governed by New Zealand Law. Any dispute relating to this agreement shall be referred to the New Zealand courts and the New Zealand courts shall have jurisdiction to hear and determine such dispute.
SCHEDULE 1
PropertyIQ Limited RETAIL TERMS AND CONDITIONS
1. Introduction
1.1 PropertyIQ Limited has agreed to make available to Terralink International (Terralink), data relating to property and consumer information in New Zealand (“PropertyIQ Limited Data”). Terralink has agreed to make certain material available to you in the Reports. The PropertyIQ Limited Data comprises, or may comprise, part of these Reports. The PropertyIQ Limited Data is made available to you upon terms and conditions, which include those as set out in this Schedule 1.
2. Copyright and Restriction
2.1 PropertyIQ Limited Data supplied to you is subject to copyright. It is supplied solely for the purposes of your own use.
2.2 You are expressly forbidden to use the PropertyIQ Limited Data to:
(a) create any mailing or address databases of persons or properties;
(b) generate statistics of any type for general release to the public; or
(c) to sell the PropertyIQ Limited Data to others;
(d) add to an existing or new database for whatever purpose;
(e) further disseminate the PropertyIQ Limited Data supplied; or,
(f) publish it by written, broadcasting, videotext, electronically on computer encoded mediums or by other means without the written consent of PropertyIQ Limited.
2.3 The PropertyIQ Limited Data and all copies and compilations of the PropertyIQ Limited Data must acknowledge the source of the PropertyIQ Limited Data and any rights notice on the original PropertyIQ Limited Data must be reproduced on all copies and compilations.
3 Privacy
3.1 The Privacy Act 1993 limits the use of personal information from public registries. You are responsible for ensuring PropertyIQ Limited Data is used within the requirements of the Act.
4. Warning
4.1 The PropertyIQ Limited Data supplied:
(a) is made available on an “as is” basis;
(b) is not a certified copy of any district valuation roll entry;
(c) is not provided for lending purposes;
(d) is not a valuer’s report for the purposes of the New Zealand Trustee Act 1956; and,
(e) is not provided exclusively to Terralink or to you.
5. Exclusion of Liability
5.1 PropertyIQ Limited:
(a) makes no representations as to the completeness, correctness, currency or fitness for any purpose of the PropertyIQ Limited Data supplied;
(b) will not be responsible for any damage to or loss suffered by you arising from the service provided whether arising from negligence or otherwise beyond:
(i) re-supplying the service; or
(ii) refunding the cost of supplying the particular service in issue or the PropertyIQ Limited Data.
6. Indemnity
6.1 You assume the sole responsibility for all use of the PropertyIQ Limited Data supplied and agree to indemnify PropertyIQ Limited from any liability or claim of any person arising from the PropertyIQ Limited Data supplied. In addition, you agree to indemnify PropertyIQ Limited against the consequences of any failure to carry out effectively your responsibility as provided in these terms and conditions.
7. Modification of Terms
7.1 The terms on which the PropertyIQ Limited Data is provided may be changed by PropertyIQ Limited giving thirty days notice in writing to Terralink of:
(a) changes to terms and conditions;
(b) changes in PropertyIQ Limited Data available.
7.2 No provision shall be waived and no change will be binding unless in writing signed by PropertyIQ Limited.
8. Assignment
8.1 You may not assign this agreement.
9. Termination
9.1 PropertyIQ Limited may require Terralink to terminate or suspend the supply of PropertyIQ Limited Data to you at any time by notice to you. All copyright, data privacy and use of PropertyIQ Limited Data obligations remain in effect after termination for all PropertyIQ Limited Data, copies and compilations retained by you.
SCHEDULE 2
VALUATION CONSULTANTS NEW ZEALAND LIMITED TERMS AND CONDITIONS
Valuation Consultants New Zealand Limited (VCNZ) Terms and Conditions
1 Changes to the User Agreement
1.1 VCNZ may add to, remove or change the provisions of this agreement from time to time. All additions and changes will be notified to you by being posted on this page. It is your responsibility as a user to refer to these additions and changes. They will come into effect immediately on being posted and you will be deemed to have accepted them if you make access to the Site after that time. If you do not wish to accept them, you must terminate this agreement as described above. You are required to provide Terralink with complete and accurate registration information and to update your information if it changes. If you fail to do so, you will be in breach of this agreement.
2 Modification of Reports
2.1 VCNZ and Terralink reserve the right to change, modify, suspend or discontinue any or all parts of the Reports at any time. VCNZ and Terralink reserve the right to restrict a user’s access to parts or all of the Reports without notice or liability.
2.2 Some of the materials in the Reports are sourced from Land Information New Zealand (“LINZ”), PropertyIQ Limited Limited (“PropertyIQ Limited “) and Valuation Consultants New Zealand Limited (“Valuation Consultants”). Terralink may at any time require you to amend or delete any material (or any part of the material) that you have obtained from the Reports that is sourced from LINZ or PropertyIQ Limited and you must provide satisfactory evidence to Terralink that such material has been amended or deleted as required by Terralink.
3 Copyright
3.1 Some of the materials contained on the Reports are protected under copyright and other laws of New Zealand and under international conventions, and similar laws abroad. Unless otherwise stated, copyright and other intellectual property rights in all reports available via the Zoodle Website but provided to you by Terralink, including, but not limited to, the textual material, artwork, photographs, computer software, audio and visual elements, is owned or controlled by VCNZ or its licensors, including Real Estate Market Intelligence Limited (REMI), the owner of the automated valuation model software.
3.2 You agree not to remove, cover, overlay, obscure or change any copyright notices, legends, or terms of use which VCNZ or REMI may post on the Site.
4 Disclaimer
4.1 All conditions, guarantees and warranties expressed or implied by statute, common law, equity, trade customer usage or otherwise are expressly excluded to the maximum extent permitted by law.
4.2 This is an automated appraisal based on analysis of comparable property data collated from a range of sources and which compares the physical characteristics of a subject property to sales of similar properties within a geographic proximity and within a certain timeframe only. It is not intended to constitute nor should it be considered a valuation.
4.3 All reasonable endeavors will be used to ensure the accuracy of the information used, however the accuracy of data extracted and relied upon and the indicative value range returned is not guaranteed either by VCNZ or REMI. It is expressly noted that there may have been changes to a property over time that have not been notified to the consenting authority, or that there may be errors or omissions contained within the data utilized.
4.4 As this automated appraisal relies on third party information, there are four possible areas from which inaccuracies may result:
a. the property record sourced from a third party may be incorrect. For example the floor area could be incorrectly detailed due to a typographical error or a change to the property itself which has not been recorded and/or the record not amended. Such errors can have a disproportionate effect on the value derived;
b. relevant sales which otherwise would have been used may be missed either due to limitations in the search criteria contained within the software or recent sale data having not yet been updated;
c. objective adjustments due to super adequacy or deductions for deferred maintenance are not included as the property is not physically inspected; and,
d. subjective adjustments are not included as the property is not physically inspected.
4.5 VCNZ will not personally inspect any subject property nor will they research or investigate issues that may affect the property value such as title, planning, resource consent, building consents, Local Authority requisitions or memorials, contamination, hazardous or noxious substances or physical condition of the property. Should any such matters having a valuation significance exist, then the appraisal figure is invalidated.
4.6 It is assumed that there are no outstanding matters that will affect the market value of the property such as Local Authority requisitions; and under no circumstances should this report be relied upon for flood insurance determination or matters relating to ‘leaky buildings’ No warranties are made whatsoever as to the physical condition of the property and that of any of the properties referred to within the analysis.
4.7 The Certificate of Title will not be searched or reviewed for this appraisal nor will boundaries be surveyed or the survey pegs located. The legal tenure of the property is assumed to be fee simple and it is expressly noted that other forms of title may affect the appraised value of the property. VCNZ makes no warranties that the title is free from defects and assumes that any buildings on the property are built within the legal boundaries of the property.
4.8 This appraisal is made exclusively for the addressee only and the range provided should only be used as an indicative range for marketing purposes or high equity lending.
4.9 This appraisal does not purport nor is it intended to be a registered valuers report and as such does not comply with the New Zealand Institute of Valuers practice standards. If a professional valuation is required VCNZ at all times recommend that you contact a registered valuer.
4.10 VCNZ accept no liability or responsibility for any loss or damage suffered by any person which may directly or indirectly result from any person acting or refraining from acting on any information contained herein.
4.11 Without limiting clause 4.1:
(a) the Reports are provided “as is” and “as available”, and you use the Reports at your own risk. Access to the Reports may be interrupted, restricted or delayed from time to time without notice. VCNZ does not warrant or guarantee that the Reports will be available continuously or that the operation of the Zoodle Webservice will be error-free. VCNZ reserves the right to change, modify, suspend or discontinue any or all parts the Reports at any time without notice; and,
(b) you acknowledge and agree that some of the material used for the Service is sourced from third parties outside VCNZ. VCNZ makes no representations and gives no warranties of any kind whatsoever in relation to any material used for the Reports. In particular, VCNZ does not warrant that the material used for the Reports is free from errors, omissions, or other inaccuracies, or is fit for any particular purpose. You agree to release VCNZ and REMI from all liability (whether in contract, tort [including negligence], equity or on any other basis) for any errors, omissions or other inaccuracies in the material in the Reports.
5 Liability and Indemnities
5.1 Neither VCNZ nor REMI shall be liable (whether in contract, tort [including negligence], equity or on any other basis) for any loss, damage, liability, or expense sustained by you or any other person, directly or indirectly, from any use whatsoever of the material in the Reports or otherwise in connection with this agreement (even if VCNZ has been advised of, or has knowledge of, the possibility of such loss, damage, liability or expense). Such loss/damage includes, without limitation, damage to property, injury to persons, loss of profits, business interruption loss, loss of data, any other loss, damage or expense that arises either as a result of the material in the Reports being shown to be wholly or partially incorrect or unsuitable, or arising from non-delivery or delay in delivery of the material in the Reports and the providing of the Reports to you and loss as a result of any amendment to or deletion of the material in the Reports or non delivery of the Reports.
5.2 Without limiting clause 5.1, neither VCNZ nor REMI shall be liable (whether in contract, tort [including negligence], equity or on any other basis) for any loss, damage, liability or expense whatsoever arising from any modification, amendment or deletion) made to the material in the Reports or any compilation or derivative work created from or using the material in the Reports and the providing of the Reports in each case whether made by you, or by any other person.
5.3 Neither VCNZ nor REMI make any representations or give any warranties that any person has consented to the provision of the material in the Reports to you or consented to, or approved, any subsequent use or disclosure of the material in the Reports by you.
5.4 In the event that any exclusion of VCNZ’s, Terralink’s, LINZ’s, PropertyIQ Limited or REMI’s liability set out in the agreement is inapplicable or is held unenforceable, VCNZ’s, Terralink’s, LINZ’s, PropertyIQ Limited and REMI’s total aggregate liability, under or in connection with this agreement, or arising out of any use, reproduction, modification, amendment or deletion of the material in the Reports and the providing of the Reports, or creation of compilations or derivative works of or from the material in the Reports (by you or by ant other person), whether that liability arises in tort [including negligence], contract, equity or on any other basis, shall be limited as follows:
a. VCNZ’s total aggregate liability shall be limited to $100.00; and,
b. Terralink’s, LINZ’s, PropertyIQ Limited’s and REMI’s total aggregate liability shall be limited to $1.00 each.
6. Protected Rights
6.1 The name and logo of VCNZ and REMI are trade marks. You are not permitted to use or reproduce or allow anyone to use or reproduce these trade marks for any reason without our express written permission. The software which operates the AVM which produces the Reports is proprietary software the property of REMI and you are not permitted to use it except as expressly allowed under the terms of this agreement. Any other use or purported licensing, modification, enhancement or interference is strictly prohibited.
7 Governing Law
7.1 This agreement is deemed to have been made in New Zealand and is governed by New Zealand Law. Any dispute relating to this agreement shall be referred to the New Zealand courts and the New Zealand courts shall have jurisdiction to hear and determine such dispute.