CataLex Limited, a company incorporated in New Zealand with company number 5311842 and its registered office C/- Kanu Jeram Chartered Accountant Limited, 112 Kitchener Road, Milford, Auckland, New Zealand (CataLex)
You, the person wishing to access the information or services CataLex provides through the Internet domain catalex.nz, or such other Internet domain operated by CataLex (the Website), including the services known as Law Browser, Good Companies, Working Days, ConCat, and Sign (collectively, the Services) (User)
The User wishes to access, and CataLex wishes to provide the User with access to, the Services.
In these Terms, unless the context otherwise requires:
means the fee payable for access to a Service as set out on the Website from time to time;
means a User who has created an account with CataLex through the Website;
has the meaning given in clause 2.5 below;
has the meaning given in the Parties section above;
includes all information exchanged between CataLex and the User, whether in writing, electronically, orally, through the Services, the Website, or otherwise, but does not include information that is, or becomes, publicly available other than through unauthorised disclosure;
means all data, content, and information owned, held, used, or created by or on behalf of the User and submitted through the Services or the Website;
means Services that a User may access without having to pay an Access Fee;
means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how, and any other intellectual or industrial property rights, anywhere in the world, whether registered or otherwise, and Intellectual Property has a corresponding meaning, which includes any enhancement, modification, or derivative of the Intellectual Property;
has the meaning given in the Parties section above;
has the meaning given in the Background section above;
means all software and hardware, including all systems, networks, equipment, and devices used to provide the Services and operate the Website, whether used by CataLex or third parties;
has the meaning given in the Parties section above; and
has the meaning given in the Parties section above.
The word ‘including’ and any similar expression will, when used anywhere in these Terms, be deemed to be followed by the words ‘without limitation’.
Headings are for ease of reference only and do not affect the interpretation of these Terms.
Expressions in the singular when used in these Terms include the plural and vice versa.
CataLex grants the User the right to access and use the Services. This right is non-exclusive, non-transferable, and limited by and subject to these Terms.
The User will not be entitled to access the Services unless the Account Holder has paid all Access Fees applicable to the Services (if any) in accordance with clause 2.5. CataLex will determine, in its absolute discretion, the Access Fees applicable to the Services.
The User acknowledges and agrees that for Services requiring payment of an Access Fee:
the Account Holder determines who is a User and what kind of access to the Services that User has;
the Account Holder is responsible for all use of the Services by the User;
the Account Holder controls each User’s access to the Services at all times and can revoke or change a User’s access at any time and for any reason, in which case that person or entity will cease to be a User or will have that different level of access, as the case may be; and
if there is a dispute between the Account Holder and a User regarding access to any Data or Service, the Account Holder will decide what access to the relevant Data or Service that User shall have, if any.
The User is responsible for procuring all licenses, authorisations, and consents required for the User’s use of the Services, including in connection with the use, storage, and input of Data by the User, and the processing and distribution of Data by the Services and Website.
The Account Holder will pay all applicable Access Fees upon subscription to the relevant Services. The Account Holder authorises CataLex to charge the Access Fee, in advance, to the credit or debit card linked to the Account Holder’s account with CataLex. The Access Fee will be charged annually (Billing Period). The first charge will be made on the date 14 days after the Account Holder subscribes to the Services, and subsequent charges will be made on each yearly anniversary of that date. The Account Holder is responsible for payment of all taxes and duties in addition to the Access Fee. CataLex may, in its absolute discretion, give the Account Holder the option to pay the Access Fee in monthly instalments.
The User will not resell or make available the Services to any third party, or otherwise commercially exploit the Services.
The User will ensure that all usernames and passwords required to access the Services are kept secure and confidential. The User will immediately notify CataLex of any unauthorised use of passwords or any other breach of security. On receiving that notification, CataLex will reset the User’s password and the User will take all other actions that CataLex reasonably deems necessary to maintain or enhance the security of CataLex’s computing systems, networks, and access to the Services.
The User will not, as a condition of having access to the Services:
attempt to undermine the security or integrity of the Website, Services or Underlying Systems;
use, or misuse, the Website or Services in any way that may impair the functionality of the Website, Services, or Underlying Systems, or impair the ability of any other user to access or use the Website or Services;
attempt to view, access, or copy any material or Data other than that which the User is authorised to access;
use the Services, or transmit, input, or store any Data, in such a way that may damage any other person’s computing devices or software, breaches any third-party rights, or is objectionable, incorrect, misleading, or in violation of any law (including Data or Intellectual Property the User does not have the right to use);
attempt to modify, copy, adapt, reproduce, dissemble, decompile, or reverse engineer any computer programs used to deliver the Services except as is strictly necessary to use the Website or Services for normal operation;
act in such a way, or use or introduce anything (including any virus, worm, Trojan horse, timebomb, keystroke logger, spyware, or other similar feature) that in any way comprises, or may compromise, the Website, Services, or any Underlying System; and
access the Website by any method other than standard web browsers, including scraping, deep-linking, harvesting, data-mining, use of a robot or spider, automations, or any similar data gathering, extraction or monitoring method.
The User indemnifies CataLex against all claims, costs, including costs on a solicitor-client basis, damage, and loss arising from the User’s breach of any of these Terms or any obligation the User may have to CataLex.
The provision of, access to, and use of, the Services is on an ‘as is’ basis and at the User’s own risk.
It is the User’s sole responsibility to determine that the Services meet the needs of the User’s business and are suitable for the purposes for which they are used.
CataLex gives no warranty about the Services. CataLex does not warrant that the Services will meet the User’s requirements or that the Services will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded to the maximum extent permitted by law, including warranties of merchantability, fitness for purpose, title and non-infringement.
CataLex makes no representation or warranty that the Services are appropriate or available for use in all countries or that the content satisfies the laws of all countries. The User is responsible for ensuring that access to and use of the Services is not illegal or prohibited, and for the User’s own compliance with applicable local laws.
CataLex does not warrant that use of the Services will be uninterrupted or error free. Among other things, the operations and availability of the Underlying Systems, including public telephone services, computer networks, and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services.
CataLex may change, suspend, discontinue, or restrict access to the Services without notice or liability. CataLex expressly excludes any warranty regarding the availability of the Services.
The User is authorised to use the Services and to access the Data the User inputs into the Website or Services, including any Data inputted into the Services by any person the User has authorised to use the Service. The User is also authorised to access the Data made available to the User through the Services (whether that Data is the User’s or that of anyone else).
The User warrants and represents that the User is acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services or these Terms.
The User will remain solely responsible for complying with all applicable laws. It is the User’s responsibility to check that storage of and access to the Data via the Underlying Systems and Website will comply with laws applicable (including any laws requiring the User to retain records).
The User acknowledges and agrees that CataLex is not, and has not held itself out as being (or being able to replace) a lawyer or an incorporated law firm, that no lawyer-client or other fiduciary relationship exists or can arise between the User and CataLex, and that use of the Services does not constitute the receipt of legal advice. The User acknowledges that it is the User’s responsibility to contact a lawyer if legal advice is required.
The User acknowledges that the Service known as Law Browser is not an official source of New Zealand law. Law Browser is limited in coverage to New Zealand legislation reproduced from http://www.legislation.govt.nz. The User acknowledges that the terms and conditions for the use of that resource may apply or be relevant to the User’s use of Law Browser.
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
each party will preserve the confidentiality of all Confidential Information obtained in connection with these Terms; and
neither party will, without the prior written consent of the other, disclose or use any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by the Terms.
the provisions of clauses 6.1.1 and 6.1.2 shall not apply to any information which:
is or becomes public knowledge other than by a breach of this clause;
is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
is in the possession of the receiving party without restriction to disclosure before the date of receipt from the disclosing party; or
is independently developed without access to the Confidential Information.
Title to, and all Intellectual Property Rights in the Services and any documentation relation to the Services remain the property of CataLex (or its licensors).
Title to, and all Intellectual Property Rights in the Data remain the User’s or, where the context permits, Account Holder’s property. However, the User’s access to the Data is conditional on full payment of the Access Fee when due. The User grants CataLex a licence to use, copy, transmit, store, and back-up the Data for the purposes of enabling the User to access and use the Services.
The User will maintain copies of all Data inputted into the Services. CataLex adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. CataLex expressly excludes liability for any loss of Data no matter how caused.
The User acknowledges that:
CataLex may require access to the Data to exercise its rights and perform its obligations under these Terms;
to the extent necessary, but subject to clause 4, CataLex may authorise members of its personnel to access the Data for the purpose of providing Services to the User; and
the User must arrange and obtain all consents and approvals necessary for CataLex to access the Data in accordance with this clause 7.4.
To the maximum extent permitted by law, CataLex excludes all liability and responsibility to the User (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits, or savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Services or Website.
To the maximum extent permitted by law, CataLex (and its licensors) have no liability or responsibility to the User or any other person for any loss or damage arising in connection with:
the User’s access and use of (or inability to access and use) the Services;
the Services being unavailable (in whole or in part) or having any issues with functionality or performance;
any error in, or omission from, any information made available through the Services;
any exposure to viruses or other forms of interference that damage the User’s computer system or expose the User to fraud when accessing or using the Services; or
any site linked from the Services. Any link to other sites does not imply any endorsement, approval of recommendation of, or responsibility for, those sites or their contents, operations, products, or operators by CataLex.
CataLex has no responsibility to any person other than the User and nothing in these Terms confers, or purports to confer, a benefit on any person other than the User. If the User uses the Services on behalf of or for the benefit of anyone other than the User (whether a body corporate or otherwise), the User agrees that:
the User is responsible for ensuring that the User has the right to do so;
the User is responsible for authorising any person who is given access to Data, and the User agrees that CataLex has no obligation to provide any person access to such Data without the User’s authorisation, and may refer any requests for information to the User to address; and
The User will indemnify CataLex against any claims or loss relating to:
CataLex’s refusal to provide any person with access to Data in accordance with these Terms; or
CataLex making available Data to any person with the User’s authorisation.
If the User suffers loss or damage as a result of CataLex’s negligence or failure to comply with these Terms, any claim by the User against CataLex arising from CataLex’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid in the previous 12 months.
If the User is not satisfied with Services, the sole and exclusive remedy is to terminate these Terms in accordance with clause 9.
Neither party will be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations to the extent that the failure is caused by the other party failing to comply with its obligations, or by the negligence or misconduct of the other party or its personnel.
The User must take reasonable steps to mitigate any loss, damage, cost, or expense the User may suffer or incur arising out of anything done or not done by CataLex under, or in connection with, these Terms.
The User may only terminate these Terms to the extent they relate to Free Services by ceasing to use the Free Services entirely. By continuing to use the Free Services, the User acknowledges that these Terms will continue to apply.
For all Services other than Free Services, these Terms will continue for the period covered by the Access Fee paid under clause 2.5 of these Terms. At the end of each Billing Period, the Terms will automatically continue for another Billing Period, unless either party terminates the Terms by giving notice to the other party at least 14 days before the end of the relevant Billing Period.
CataLex is not under any obligation to refund Access Fees paid prior to termination of these Terms.
If the User:
breaches any part of these Terms and does not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
breaches any part of these Terms and the breach is not capable of being remedied;
is unable to perform the User’s obligations under these Terms for a period of 30 or more days due to force majeure; or
has a business that becomes insolvent or goes into liquidation or has a receiver or manager appointed of any of its assets, or if the User makes any arrangement with creditors, or becomes subject to any similar insolvency event in any jurisdiction,
CataLex may take any or all of the following actions, at its sole discretion:
terminate these Terms and the User’s use of the Services;
suspend for any definite or indefinite period of time, the User’s use of the Services and the Website;
suspend or terminate access to all or any of the Data; or
take any of the actions in sub-clauses 9.4.5, 9.4.6, or 9.4.7 in respect of any or all other persons whom the User has authorised to have access to Data.
Termination of these Terms is without prejudice any rights or obligations of the parties accrued up to and including the date of termination.
On termination of these Terms the User will:
remain liable for any accrued charges and amounts that become due for payment before or after termination;
immediately cease to use the Services and the Website; and
immediately cease using and return or destroy any Confidential Information of CataLex in the User’s possession or control.
Clause 2.5, clause 4, and clauses 6 to 11 survive the expiry of termination of these Terms.
Before taking any court action, the parties must use best efforts to resolve any dispute under, or in connection with, the Terms through good faith negotiations.
Each party must, to the maximum extent possible, continue to perform its obligations under the Terms in the event of a dispute arising.
This clause 10 does not affect either party’s right to seek urgent interlocutory or injunctive relief from the courts.
These Terms supersede and extinguish all prior agreements, representations (whether oral or written), and understandings, and constitutes the entire agreement, between the User and CataLex relating to the Services, the Website, and all other matters dealt with in these Terms.
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless in writing.
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money, whether the Access Fees or otherwise.
The User may not assign or transfer any rights to any other person with CataLex’s prior written consent.
Any dispute arising in connection with these Terms will be governed by New Zealand law and resolved exclusively in the New Zealand courts.
If any part or provision of these Terms is invalid, unenforceable, or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of these Terms will be binding on the parties.
Notices to CataLex must be sent to email@example.com. Notices to the Account Holder will be sent to the email address provided when the account was set up. CataLex may give notices to Users who do not have accounts by publishing the notice on the Website.
A person who is not a party to these Terms has no right or benefit under or to enforce any term of these Terms.
CataLex may change the Terms at any time by updating them on the Website. Unless stated otherwise, any change takes effect immediately. The User is responsible for ensuring familiarity with the latest Terms. By continuing to access and use the Services, the User agrees to be bound by the changed Terms.