1. General

1.1 Your use of the Developer Zone section of EFTPOS New Zealand Limited's ("ENZ") website (the "Website") is governed by these Terms and Conditions in addition to the general ENZ Website Terms of Use (located www.eftpos.co.nz/terms_and_conditions). By using the Website you agree to be bound by these Terms and Conditions.

1.2 ENZ reserves the right at its absolute discretion to refuse access to the Website by any person (including anyone found to be breaching these Terms and Conditions).

1.3 ENZ reserves the right to vary the information on the Website, including these Terms and Conditions, at any time without notice.

1.4 Please check these Terms and Conditions periodically for changes. Your continued use of the Website following the posting of any changes to the Terms and Conditions indicates your acceptance of these changes.

2. Information

The information provided in this site is intended as a guide for Developers to integrate their solution with the products and services listed within the Developer Zone While we have endeavoured to ensure that the content and material on the Website is free from error, ENZ does not warrant its accuracy, adequacy or completeness or that it is suitable for your intended use. In no event shall ENZ be responsible for any loss or damage of whatever kind arising out of access to, or use of or reliance on any information available through the Website.

3. Confidentiality

3.1 In these Terms and Conditions "Confidential Information" means the PC EFTPOS Software (as defined below) and any information, data, procedures or material of whatever nature (including software and equipment) and in whatever medium which is or has been disclosed by, or is made available or accessible to you by, ENZ. Confidential Information shall not include information that:
a) was in the public domain at the time of its acquisition by you; or
b) became part of the public domain after its acquisition by you otherwise than through a disclosure in breach of these Term and Conditions; or
c) is or came lawfully in to your possession independently of and not related in any way to your relationship with ENZ.

3.2 You acknowledge that any Confidential Information is disclosed in the strictest confidence.

3.3 You shall keep the Confidential Information confidential, only use it for the purpose for which ENZ disclosed it to you and shall not disclose it or make it available directly or indirectly to any person without the prior written approval of ENZ.

3.4 You shall take all reasonable steps to protect the Confidential Information against loss and ensure that any person who has access to the Confidential Information does not make any unauthorised use, modification, reproduction or disclosure of it.

3.5 You shall comply with all reasonable security and safety procedures advised to you by ENZ in relation to the Confidential Information.

3.6 You shall immediately notify ENZ of any information which comes to your attention regarding any actual or potential breach of confidentiality, disclosure or unauthorised use of the Confidential Information. You shall make every effort to co-operate with ENZ in any investigation, prosecution, litigation or other action taken by ENZ regarding the Confidential Information.

3.7 You acknowledge that nothing in this agreement obliges ENZ to:
a) disclose any information;
b) proceed with any idea, concept, proposal or other matter at any stage; or
c) extend or vary these Terms and Conditions or enter into any agreement of any kind.

3.8 You may disclose Confidential Information to any of your employees or officers if they have a genuine need to know such information and only once they have agreed with you to observe the terms of this agreement as if they were you.

3.9 You may disclose Confidential Information to the extent required to comply with any applicable law or legally binding order of any court, government, semi-government authority, administrative or judicial body. However, you must also give ENZ prompt notice containing reasonable details of the circumstances of the proposed disclosure and Confidential Information to be disclosed.

3.10 If reasonably requested to do so by ENZ, you shall deliver to ENZ any Confidential Information or any other material supplied by ENZ in your possession at any time. If such a request is made, you shall comply with that request and shall also immediately:
a) delete, erase, or otherwise destroy any Confidential Information contained in computer memory, magnetic, optical, laser, electronic, or other media in your possession or control which is not capable of delivery to ENZ, and confirm this has occurred in writing to ENZ; and
b) give a full written account to ENZ concerning Confidential Information which was at some time in your possession but which has not been returned to ENZ or deleted, erased or destroyed in accordance with this clause.

3.11 The return of the Confidential Information and other materials does not release you or your employees or officers from your obligations under these Terms and Conditions.

3.12 Your rights and obligations with respect to confidentiality survive the termination of your relationship with ENZ, including the software licence set out below, for whatever reason.

4. Software Licence

4.1 In these Terms and Conditions:
a) "PC EFTPOS Software" means the software owned by ENZ and which is provided to you in object code form which enables EFTPOS terminals to integrate and act in combination with merchants' point of sale software (using Active X controls) and further includes any documentation or Updates made available by ENZ from time to time to you.
b) "Updates" shall mean any revisions, new versions, updates, replacements and modifications to the PC EFTPOS Software.

4.2 ENZ licences you to use PC EFTPOS Software solely for the purpose of integrating your software with the PC EFTPOS Software (the "Purpose") and subject to these Terms and Conditions.

4.3 You shall delete, erase, destroy or otherwise remove permanently the PC EFTPOS Software on any hardware prior to disposal of that hardware by you.

4.4 You shall not:
a) copy the PC EFTPOS Software (other than for normal system operation or for back-up purposes);
b) translate, adapt, vary or modify the PC EFTPOS Software except as required for the Purpose;
c) reverse engineer, decompile, or disassemble the PC EFTPOS Software in an attempt to duplicate the PC EFTPOS Software or imitate any of its functions or otherwise;
d) remove or obscure any copyright, trademark or other proprietary notice on the PC EFTPOS Software;
e) sell, lease, sub-licence, lend, assign, host or transfer, in whole or in part, or provide unlicensed third parties access to the PC EFTPOS Software (including for hosting purposes) or purport to do any of these things without ENZ's prior written consent.

4.5 Upon the completion of an ENZ integration cycle, ENZ at its discretion, and regardless of the outcome of that cycle, may charge you an integration fee as notified by ENZ to you.

4.6 From time to time ENZ shall release Updates. At ENZ's direction you shall accept and immediately integrate an Update with your software.

4.7 ENZ reserves the right to charge you, and you shall pay, for any work associated with integration and certification by ENZ of your software with the PC EFTPOS Software. Where integration is directed by ENZ, no charge will apply.

4.8 You must undertake certification and/or testing of the PC EFTPOS Software as required by ENZ and to the standard specified by ENZ, prior to any installation of the PC EFTPOS Software to any third party. Any such installation must be authorised by ENZ.

4.9 You agree to notify ENZ of any changes made to the certified version of your software where such changes may affect the PC EFTPOS Software.

4.10 You must undertake certification and/or testing of your own software as required by ENZ from time to time.

4.11 Without limitation to ENZ's rights in clause 1.2, either party may terminate this licence agreement on at least 30 days' written notice.

5 Indemnity

5.1 You agree to indemnify and keep indemnified ENZ against any liability, loss, expenses, damages and costs (including legal costs on a solicitor and own client basis) sustained or incurred, arising directly from any breach by you of these Terms and Conditions.

5.2 You acknowledge that damages alone may not be an adequate remedy for any breach by you of your obligations under these Terms and Conditions and that the granting of injunctive or other equitable and/or interlocutory relief would be necessary to protect ENZ's rights and interests.

5.3 In the event of any actual or alleged breach of confidentiality, disclosure or unauthorised use of Confidential Information and/or any breach of the PC EFTPOS Software licence set out in clause 4 above by any of your future, existing or former employees or officers, you shall enforce your rights to injunctive or other relief to the fullest extent possible, or, if requested by ENZ assign such rights to ENZ. You shall assist ENZ in every way in enforcing those rights and indemnify ENZ for all reasonable costs and expenses that ENZ may incur in doing so.

5.4 Each indemnity in these Terms and Conditions is a continuing obligation, separate and independent from your other obligations and survives the termination of your relationship with ENZ, including the software licence set out above, for whatever reason.

6 Acknowledgments

6.1 You acknowledge that neither ENZ nor any other person acting on behalf of or associated with ENZ has made any representation, given any advice or given any warranty or undertaking (express or implied) of any kind in respect of the Confidential Information or any of the information on the Website, including the currency, accuracy, reliability or completeness of the information.

6.2 You acknowledge the Confidential Information and other materials supplied to you by ENZ will remain the property of ENZ at all times.

6.3 ENZ will not be liable in any way for any loss of any kind including, without limitation, damages, costs, interest, loss of profits or consequential or special loss or damage of any kind, arising from any error, inaccuracy, incompleteness or other defect in the Confidential Information.

6.4 To the maximum extent permitted by law, all terms, conditions, warranties and statements (whether express, implied, written, oral, collateral, statutory or otherwise) which would be implied or incorporated into these Terms and Conditions in your favour are excluded and ENZ disclaims all liability in relation to them.

6.5 You release ENZ and its directors, officers, employees, agents, consultants and advisers from all liability whatsoever to you in respect of any claims arising in respect of the Confidential Information or any other information provided to you by ENZ.

6.6 If for any reason a provision of these Terms and Conditions or part of one shall be illegal, invalid or unenforceable in any jurisdiction it shall be read down or severed to the extent necessary so that it may not be so construed. The illegality, invalidity or unenforceability of any provision, or part of one, shall not affect the legality, validity or enforceability of any other provision.

 

 

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