Terms of Use and Engagement


Terms of Use

These Terms of Use apply to all users of New Zealand Trade and Enterprise ('NZTE') websites, including our social media channels ('our websites'). Reference to 'you' or 'your' is to users, to 'we', 'our', or 'us' is to NZTE, and NZTE includes reference to NZTE subsidiaries where applicable. These Terms of Use incorporate our Privacy Policy and Linking Policy.

By viewing or using our websites you agree to these Terms of Use without qualification. If you do not agree then you must stop accessing and using our websites.

COPYRIGHT AND LIMITED REPRODUCTION NOTICES

Nothing in these Terms of Use or your use of our websites grants you any rights in intellectual property which we own or license.

Unless we specify otherwise in writing, you must not:

(a) distribute or copy any part of our websites for any commercial purpose,

(b) incorporate any part of our websites on any other website or any other work or publication (whether in hard copy, electronic or any other form), and

(c) reproduce, transmit or store any part of our websites (including in any other website or other electronic form).

You may print, download to your hard drive or cloud storage device, or share on social media extracts from our websites only for your own personal or internal business use, but only if you:

(a) retain all relevant copyright and other proprietary notices on each copy, and

(b) use the material in a manner consistent with these Terms of Use.

LINKING BY US

Our websites may include links to third party websites or materials ('linked sites'). We are not responsible for the contents of any linked sites or liable for any direct or indirect loss or damage suffered by you from accessing, using, relying on or trading with third parties. The inclusion of any link does not imply our endorsement of linked sites or any association with their operators.

LINKING BY YOU

You may include links from your site to our websites. However, we reserve the right to prohibit your linking to our websites at any time, and you must remove or cease any link at our request.

You must not:

(a) frame any part of the material on one of our websites by including advertising or other revenue-generating material,

(b) modify, edit or otherwise interfere with any of our websites or any material on any of our websites.

For more requirements please see our Linking Policy.

If you do create a link to any page on one of our websites, you are responsible for the consequences of that link. You will keep us indemnified against all costs, expenses and damages we may suffer or incur arising from, or in connection with, that link.

POSTING INFORMATION ON OUR WEBSITES

You may make posts on parts of our websites where we provide such functionality. You must not post anything which:

(a) is defamatory, obscene, threatening, untrue or in breach of any applicable laws, rules or regulations or these Terms of Use,

(b) is in breach of any person's rights, including copyright and confidentiality, or

(c) introduces a virus or computer programming code which would have the effect of disrupting, impairing, disabling or otherwise adversely affecting use of our websites.

We do not undertake to monitor, approve, endorse or exert editorial control over information posted by users on our websites. We do not accept responsibility for, or make any warranties in connection with, such information. We reserve the right to remove any information or statement from our websites without warning.

By placing information or statements on one of our websites, you grant us a non-exclusive, perpetual licence to use, copy, distribute, publish and transmit such information in any form, unless otherwise agreed in writing with you.

ADVERTISERS

Any dealings with any advertiser appearing on our websites are solely between you and the advertiser. We are not responsible or liable for any part of any such dealings or promotions or for any loss or damage you may suffer or incur as a result.

REGISTRATION

Where you are registering to be a user of any of our websites, you must complete the registration process by providing us with current, complete and accurate information as prompted by the registration form. We reserve the right to reject any application for user registration and to revoke any user registration for any reason whatsoever.

If you are a registered user on one of our websites, you may only log in to the website using the username given to you during the registration process and your password. You must not use anyone else's username and password or share your username and password with anyone else. You are responsible for all use of our websites under your username and password.

DISCLAIMER

We take reasonable care to ensure information on our websites is accurate and complete and that any opinions given are fair and reasonable. However, we disclaim any express or implied warranties in relation to such information and opinions to the maximum extent permitted by law.

Use of information contained on our websites is at your own risk. We are not responsible for any adverse consequences arising out of such use.

We reserve the right to change the information on any of our websites at any time without notice.

You acknowledge that our websites may not be available from time-to-time.

You acknowledge that we do not offer any opinion or recommendation on the nature, potential value or suitability of any particular transaction or strategy. We suggest that you consider seeking relevant independent professional advice before proceeding with any such transaction or strategy. If you enter into any transaction subsequent to accessing any of our websites, you do so:

(a) entirely in reliance on your own judgement and inquiries; and

(b) without reliance on any statements, warranties or representations made to you or to any other person by us or on our behalf.

We are not an offeror of any financial products to any person for the purpose of the Financial Markets Conduct Act 2013. We do not provide any financial adviser service for the purpose of the Financial Advisers Act 2008.

Where we have made templates available on our websites for your use (which may include, but are not limited to, modules and workbooks on the InvestED website), you agree that they are provided to you for guidance purposes only and that they are not intended to replace the need for formal business or legal advice and we do not represent that they are fit for your particular purpose. We are not responsible for any loss or damage arising from the use of any templates made available to you on any of our websites.
If you are using any of our websites for business purposes, you acknowledge and agree that the provisions of the New Zealand Consumer Guarantees Act 1993 does not apply to such use. If any information, materials or services provided to you on any of our websites are being supplied and acquired in trade, you agree that sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 does not apply to these Terms of Use, and you agree that it is fair and reasonable to be bound by this provision.

LIMITATION OF LIABILITY AND INDEMNITY

In relation to our websites and your use of them, we:

(a) exclude all responsibility and liability to the fullest extent permitted by law,

(b) will not be responsible for any errors or misstatements or be liable to you or any other person, whether in contract, tort (including negligence) or otherwise, for any loss or damage however caused (including direct, indirect, consequential, special, economic loss, loss of profits, revenue or goodwill).

You indemnify us, our officers and employees and hold each harmless against all costs, expenses and damages incurred in connection with any claim brought by a third party against us arising from a breach by you of any of these Terms of Use.

AMENDMENTS

We reserve the right to change these Terms of Use at any time by posting an updated version on our websites. By continuing to access our websites after a change, you agree to be bound by the updated Terms of Use.

GOVERNING LAW

These Terms of Use are governed by, and will be construed in accordance with, the laws of New Zealand. You submit to the non-exclusive jurisdiction of the courts of New Zealand without regard to conflicts of law principles. We retain the right to bring proceedings in any other court of competent jurisdiction of our choice.

To the fullest extent permitted by law, we are not responsible for the compliance of our websites, or the material contained in them, with the laws of any country other than New Zealand. If you access our websites from outside New Zealand, you are responsible for complying with all applicable laws.

OUR CONTACT DETAILS

If you have any questions, concerns or complaints in relation to our websites or these Terms of Use, please contact us by sending an email to help@nzte.govt.nz.

Terms of Engagement


This sets out the legal ground rules for our engagement with you so we can work productively together with a clear set of expectations. We have designed these rules to be as fair and balanced as possible. We are particularly mindful of the fact that our objective here is to help you.


OUR ENGAGEMENT

Application: These terms of engagement ("Terms") apply to all services we provide to you, including advice, organising events, providing funding, referrals, the provision of digital content and any other assistance (collectively our "Services").

Other terms: Other, more specific, terms may apply to some of our Services in addition to these general terms. In particular, use of our online services is also subject to our Website Terms and Conditions. Where there is any inconsistency, the more specific terms (as reasonably determined by us) prevail.

When binding: These Terms are binding on us once you have seen them and, equally, by starting or continuing to use our Services after you have seen these Terms, you agree to be bound by them. We may ask you to confirm your agreement in writing for our records, but these Terms will be binding on both of us even if you don't provide that confirmation.

Changes to Terms: We may need to change these Terms from time to time. If we do make any changes, those changes become binding on both of us 14 days after we give you notice in writing of them or publish them on our website (whichever is earlier), except that:

(a) if a change would materially affect you, we must give you notice in writing rather than relying on the change being published on our website; and

(b) if you give us notice before the end of the 14 days that you do not agree to be bound by a change, our engagement with you will end at the end of the 14 days, or as soon as is reasonably practical after that, and the varied terms will never become binding on you.

Nature of relationship: Our relationship with you is not a joint venture or partnership and nor is it a relationship of agency or employment. Neither of us has the authority to bind the other.

No obligation: We have no obligation to provide any particular Service to you during our engagement.

Introductory text: This document includes some introductory text in some sections, which sits above the Terms and is separated from them by a horizontal line. This introductory text is intended to provide context but does not form part of the Terms. It does not create any rights or obligations, but can be used to help interpret the Terms. If it is inconsistent with the Terms, the Terms prevail.

CONFIDENTIALITY


In the course of our relationship, we are likely to exchange information that is confidential in nature. We take confidentiality very seriously. The clauses below provide confidentiality obligations on both you and us, but also recognise that in some narrow cases disclosure is necessary for either legal or practical reasons.

The clauses recognise two levels of confidential information – "Confidential Information" and "Highly Confidential Information". You control which level applies. It's easier for us to help you in a way that is joined up with the rest of Government if information is designated only as "Confidential Information", but we recognise that in some cases you will want the information to be even more tightly controlled.


Definitions for this part

Confidential Information means any information that one party (Receiving Party) receives from the other party (Disclosing Party) that:
(a) a reasonable person would expect to be confidential; or

(b) the Disclosing Party identifies in writing at the time of transmission as being confidential; or

(c) is Highly Confidential Information,

but does not include information where:

(d) that information is available to the public; or

(e) the Receiving Party already has that information when it first receives it from the Disclosing Party; or

(f) a third party provides that information to the Receiving Party (unless the third party directly or indirectly received the information as a result of a disclosure by the Receiving Party).

To be clear, the following information will not be considered confidential:

(g) the fact that the Receiving Party is engaging with the Disclosing Party;

(h) the "segmentation" of any NZTE customer as (for example) a "Focus (F700)" or "Foundation" customer.

Highly Confidential Information means any information that we receive from you that you identify in writing at the time of transmission as "Highly Confidential Information".

Main confidentiality undertaking

Confidentiality and security: Unless disclosure is permitted under these terms (see below), the Receiving Party undertakes to the Disclosing Party that it will:

(a) hold any Confidential Information it receives in confidence, and not disclose it to any person, for so long as it remains Confidential Information; and

(b) put in place and maintain reasonable security measures to prevent any unauthorised person from using or accessing the Confidential Information in its possession or control.

When disclosure will be permitted

Permitted disclosures: The Receiving Party may disclose Confidential Information:

(a) when we are the Receiving Party, to another New Zealand Government entity if:

(i) the information is not Highly Confidential Information and that New Zealand Government entity is bound by a confidentiality undertaking enforceable by you in relation to the information that is on substantially the same terms as these terms; or

(ii) the disclosure is, in our reasonable opinion, required to assist in the prevention or detection of any unlawful activity;

(b) if required by applicable law;

(c) to the extent authorised by the Disclosing Party;

(d) to:

(i) its employees; or

(ii) its professional advisers, auditors, service providers and independent contractors who have a specific need to have access to the Confidential Information in the course of their work for the Receiving Party, provided, in each case, that they are legally obliged to the Receiving Party to keep it confidential; or

(e) when we are the Receiving Party, if the information is not Highly Confidential Information, to a Minister of the Crown (or to the office of the relevant Minister for provision to the Minister) who requests the information (noting that even Highly Confidential Information may, in some circumstances, need to be disclosed to a Minister under (b)).

Additional requirements relating to any disclosure

Communicating confidentiality: If a Receiving Party discloses Confidential Information in reliance on one of the grounds set out above, it must ensure that each person to whom it discloses the Confidential Information is aware of the confidential nature of the information.

Consultation: If a Receiving Party proposes to disclose Confidential Information under (b) or (e) above, it must, to the extent that is reasonable under the circumstances, discuss with the Disclosing Party before disclosing the information and inform the Disclosing Party when it has disclosed the information.

Enforcement of confidentiality: If a Receiving Party discloses Confidential Information under (d) above, it must take reasonable steps to ensure that the person the information is disclosed to keeps it confidential.

PRIVACY


If we have personal information about you or your employees, we will manage that personal information in accordance with applicable laws. We do not anticipate receiving much personal information, but we will almost certainly hold contact details, and we want to be able to use those to effectively manage our relationship with you.


Contact details: You authorise us to:

(a) include you in mailing lists relating to our Services, including offers to participate in seminars, workshops and surveys (though you may revoke this authorisation at any time); and

(b) retain your business contact details and those of individuals within your organisation so that we can contact you in the future or put others (for example, other Government agencies that wish to help you) in contact with you.

Individuals: If you provide us the business contact details of individuals, you must ensure that they have consented to us holding those details and using them to contact them, or put others in contact with them, in the future in relation to business related matters.

Privacy policy: You can find our Privacy Policy here.

INTELLECTUAL PROPERTY RIGHTS


Our general approach to intellectual property rights is that neither of us transfer the ownership of any intellectual property rights to the other merely by working together. When we co-create things, we are generally happy for you to own any new intellectual property rights, subject to us having sufficient licence to use what we learn from the co-creation process to improve our ability to help other customers. None of these licences release us from our confidentiality obligations to you.


Definitions for this part

Basic concepts

Intellectual Property Rights or IP means an intangible asset that consists of rights in human knowledge, brands, particular words, ideas or the creative expression of ideas. Examples are copyrights, patents and rights in relation to trade marks, company names, domain names or designs.

Use means to use something in a manner that would breach a person's IP if it was done without their consent. For example, if you owned the copyright in a document, we would be Using it if we copied it.

Sub-categories that depend on how things are developed

Co-created IP means Intellectual Property Rights that arise in a Co-created Work.

Co-created Work means something that we have developed together, with material contributions from both of us, and which IP arises in. For example, if we jointly prepare a business strategy document, and both make material contributions to that document, the document will be a Co-created Work because copyright will have arisen in it and we will both have made a material contribution to it. (The copyright will be the Co-created IP and the document itself will be the Co-created Work.)

Customer IP means Intellectual Property Rights that existed before our engagement started that are owned by you or which arise and vest in you during our engagement without any material contribution by us.

Customer Work means something that you make available to us during the course of our engagement that has Customer IP in it. For example, if you share a strategy document with us that you developed before our engagement (or during our engagement but with little or no contribution from us), that will be a Customer Work.

NZTE IP means Intellectual Property Rights that existed before our engagement started that are owned by us or which arise and vest in us during our engagement without any material contribution by you.

Ownership of IP

Ownership unchanged: When you engage with us, ownership of Customer IP remains yours and ownership of NZTE IP remains ours.

Co-created work ownership: If we create something together that IP arises in (a Co-Created Work), ownership of that IP (Co-created IP) will vest in you unless we both agree otherwise. We may, for example, seek an agreement to a different ownership approach if most of the creation work is likely to be carried out by us.

Licences we give each other to Use Works

Our use of your IP

Use to help you: You grant us a licence to Use all Customer Works in the course of our engagement with you, to assist you. This means, for example, that we can copy documents you give us, to better be able to help you. This licence is revocable by you, but you acknowledge that revoking it may undermine our ability to help you.

Legal compliance: You grant us a licence to Use all Customer Works to the extent we need to Use them to comply with any applicable law. This licence is irrevocable.

Use of Co-created IP

Customer licence: You grant us a licence to Use any Co-created Works for any reason to the extent you own the relevant Co-created IP. This is so that we can still use things we've created together but are able to let you own the IP in them. This licence is irrevocable.

NZTE licence: We grant you a licence to Use any Co-created Works for any reason to the extent we own the relevant Co-created IP. This licence is irrevocable.

Nature of licence: All licences granted under this section are royalty free, worldwide and non-transferable except with the grantor's consent (such consent not to be unreasonably withheld or delayed).

Important qualifications, including confidentiality

No override of other protections: The licences granted under this part do not relieve the parties from their obligations under other parts of these terms. For example, a licence to Use Customer Works allows us to make copies of them but does not allow us to disclose them to third parties if they contain Confidential Information.

PUBLICITY


We're proud to work with our customers and are generally happy for you to tell people that you work with us. However, it's really important that our role in helping your business is not misrepresented. Working with us does not provide a general Government stamp of approval or imply that we endorse your products. It's not our role to do either of those things. It also helps us (and you) if we can manage the way in which public statements involving each other are presented.


No misrepresentation: Each of us may disclose our relationship with the other, so long as that relationship is not misrepresented.

No surprises: Subject to the following clause, each of us must notify the other as soon as we reasonably can of any issues that could generate media attention about our engagement. This includes any issue that could materially damage your reputation and thereby raise media questions about the existence of our relationship.

Legal constraints: The preceding clause does not require either of us to disclose information to the extent that the disclosure of that information would breach any law or a confidentiality obligation to an independent third party.

Public statements: If either of us intends to make a public statement referring to the other that could reasonably be expected to draw significant attention to the other, we must consult with the other first to the extent we reasonably can under the circumstances.

LIABILITY


Our objective is to help you and we intend to advise you in good faith to the best of our ability. We would like to be able to explore issues with you as openly as possible, without being constrained by the risk of legal liability if we don't always get it exactly right. While this will leave the onus on you to independently assess the merit of our views, it will allow us to offer ideas and support across a far wider range of issues. This maximises our ability to help you.


No representation: We make no warranty or representation about the advice or other support we provide, including its suitability for your business.

Your responsibility: It is your responsibility to decide how and whether to rely on the Services we provide, and you rely on them at your own risk. For example, you must independently decide whether to use any other provider or product that we refer or introduce you to.

Not specialist advice: You acknowledge that our Services are not, and are not intended to be expert legal, financial, investment, tax or professional advice with respect to any business matter, transaction or investment. You should undertake relevant due diligence and consult with independent professional advisers before making any legal, financial, investment, trading, or business decision.

No liability: You agree that we have no liability to you (whether in contract, tort or otherwise) in relation to the Services we provide to you, except to the extent that:

(a) you suffer direct loss as a result of a breach by us of a written contract (including these Terms);

or

(b) our liability is not able to be excluded by applicable law (in which case our liability shall be limited to the minimum amount allowed by that applicable law).

Equitable relief: The preceding clause does not prevent you from seeking non-monetary equitable relief.

Force majeure: Neither of us will be responsible to the other for any delay or failure to perform an obligation under these Terms to the extent the failure or delay was caused by an event beyond the affected party's reasonable control.

USE OF BEACHHEADS ADVISORS


Our Beachheads Advisors undertake work for you that exposes them to risks of liability both to you and to third parties. This risk is increased by the fact that they operate semi-independently of NZTE. Consequently, there are some specific conditions relating to the use of Beachheads Advisors.


Claims and indemnity: When you decide to use the services of one of our Beachheads Advisors, you agree:

(a) not to make any claim against the Beachheads Advisor; and

(b) to indemnify the Beachheads Advisor against any loss, cost, claim, damage or other consequence incurred by the Beachheads Advisor as a result of a third party claim made against the Beachhead Advisor, in either case, in relation to, or arising as a consequence of, the Beachheads Advisor providing services to you.

NO FEES WITHOUT AUTHORISATION


Many of our services are free, but in some cases we recover some of our costs by charging you.


No surprise fees: We will not charge you for any Service unless:

(a) we have informed you in writing that there is a charge for the Service before you begin consuming it; and

(b) you confirm to us that you still wish to use the Service after we haver informed you of the charge, which may be by confirming it in writing or taking positive steps to use the Service after we have informed you of the charge.

Prompt payment: If there is a charge for a Service that you have agreed to, you must pay that charge promptly after we invoice you for it (subject to us meeting any reasonable invoicing requirements you may have).

WORKING WITH MULTIPLE CUSTOMERS


We are funded with public money and it is our role to help different businesses for the good of New Zealand, even where their interests may conflict with each other. Consequently, although we are sensitive to competitive tensions and it is certainly not our intention to help one New Zealand business at the expense of another, we cannot agree to help some businesses to the exclusion of their competitors. We also need to keep evolving our service offering, which necessarily means drawing on what we learn from each customer engagement to better service all customers, subject always to our confidentiality obligations to you.


No exclusivity: You acknowledge that we will be working with other businesses and that:

(a) in some cases, those other businesses may be your competitors; and

(b) in some cases, the assistance we provide to those other businesses may be against your interests (because, for example, it may increase their market share, which could come partially at your expense).

Use of knowledge: You acknowledge that we are, ourselves, learning through our engagement with you, and that we will use that knowledge to improve our service offering to all of our customers.

No exceptions from obligations: Nothing in this section relieves us of our obligations in relation to your Confidential Information or Intellectual Property Rights.

TERMINATION

Termination without cause: Either of us may terminate our engagement at any time for any reason by notice in writing. However, these Terms continue in full force and effect, except to the extent they are made redundant by the termination of our engagement.

GENERAL PROVISIONS

Governing law: These Terms are governed by and shall be construed in accordance with New Zealand law and both parties submit to the non-exclusive jurisdiction of the New Zealand courts.

Anti-bribery: New Zealand's anti-bribery laws apply in New Zealand and overseas. Please note that we will not provide Services to any party suspected of, or involved in, bribery, and we will report such incidences to relevant government authorities.