By participating in the Trade Information Program (Program), each entity (Trade Participant) is providing acknowledgement of acceptance of the terms of service. In Australia, this service is provided by illion Australia Pty Ltd (ACN 006 399 677) of 479 St Kilda Road, Melbourne, Victoria, Australia and in New Zealand, this service is provided by illion New Zealand Limited (Co. No. 361901) of 666 Great South Road, Ellerslie, Auckland, New Zealand (illion). If the Trade Participant does not acknowledge these terms of service, it may not participate in the Program.
1. Disclosure Materials
1.1 By participating in the Program, you will provide aged debtor listings in respect of your customers to illion and will endeavour to do so on a monthly basis.
1.2 Each of the aged debtor listings provided by you (Disclosure Materials) must contain at least the following fields:
(a) Customer Number;
(b) Customer Name;
(c) Customer Address;
(d) ACN or NCN;
(e) ABN or NZBN;
(g) Not due;
(h) Within payment terms;
(i) 1-30 days beyond payment terms;
(j) 31-60 days beyond payment terms;
(k) 61-90 days beyond terms;
(l) 91+ days beyond terms; and
(m) Total Debt,
but may be comprised of more than one file that can be matched to obtain these fields.
1.3 You will notify illion of your standard trading terms promptly after the commencement of your participation in the Program and after each update to those terms.
1.4 Where Disclosure Materials complying with clause 1.2 are not provided for a period of more than 90 days, illion may suspend your access to the Trade Scores until updated Disclosure Materials are provided.
1.5 You grant illion a perpetual, irrevocable, royalty-free, non-exclusive licence (including, despite clause 4, the right to grant sub-licences) to reproduce, modify, publish, communicate, disclose and otherwise use the Disclosure Materials for the purposes set out in clause 1.6.
1.6 illion and its worldwide affiliates and partners will collect, hold, use and disclose the Disclosure Materials to create and sell risk analysis and other information products including those enabling contact among businesses (Purposes).
1.7 You must ensure that the Disclosure Materials are as accurate and complete as reasonably possible in light of applicable industry standards, and must use reasonable endeavours to notify illion on identifying any errors in the Disclosure Materials, but you do not make any representation or warranty as to their accuracy or completeness.
1.8 Unless required by law or with your consent, illion will not disclose that you are the provider of any particular information in the course of providing any of its services.
1.9 illion may request that you verify any information in the Disclosure Materials, and you will use reasonable endeavours to do so within 5 business days of the request (or if that is not possible, as soon as reasonably possible after the request).
2. Trade Scores
2.1 illion grants you a royalty-free, non-exclusive licence for the term of your participation in the Program to access the Failure Risk and Late Payment scores (the Trade Scores), using the internet address, subscriber number and password provided by illion, for the purpose of your business and only in relation to businesses about whom you are making a credit decision.
2.2 You acknowledge that the Trade Scores may not contain all relevant information on the business concerned and may contain information provided by third parties that has not been verified by that third party or by illion.
2.3 illion will not be liable for any inaccuracy or incompleteness of the Trade Scores, for any decision that you make in reliance on the Trade Scores, or for any other damage, cost, loss, expense or liability arising in respect of the Trade Scores.
3. Compliance with law and consequential loss
3.1 In performing its obligations and exercising its rights in participation of the Program, each party must comply with all applicable laws (including privacy laws where relevant) and mandatory determinations or guidelines issued under law.
3.2 If you choose to provide personal information in the Disclosure Materials in relation to individuals, then when collecting personal information you must take reasonable steps to notify or seek the consent of the applicable individuals to the extent reasonably necessary to ensure that, to the extent permitted by Privacy Laws, illion and its worldwide affiliates and partners can use the Disclosure Materials as contemplated in these terms (including for the Purpose) without the need for illion to contact those third parties directly.
3.3 To the extent permitted by law and despite any other provision in participation of the Program, a party (first party) will not be liable to the other party for any indirect or consequential damage, cost, loss, expense or liability arising out of or in connection with participation in the Program (including in relation to the provision by the first party of any materials under these terms) except to the extent such loss is directly caused by a breach of law by the first party.
4.1 Confidential Information of a party means any information of a confidential nature disclosed by that party to the other under these terms, including your Disclosure Materials, and the Trade Scores in the case of illion.
4.2 Each party must keep the other party’s Confidential Information confidential and only disclose it:
(a) to its directors, officers and employees, if any, with a need to know and who are required to keep that Confidential Information confidential in a manner consistent with this clause 4; or
(b) to the extent required by law.
4.3 A party need not comply with clause 4.2 in respect of Confidential Information which:
(a) was lawfully disclosed to the party from a third party free of any obligation of confidentiality;
(b) is or becomes publicly available, other than by unauthorised disclosure; or
(c) is independently developed by such party, as evidenced by written records.
4.4 Upon the request of a party after termination of participation in the Program, the other party must return all documents and records containing the first party’s Confidential Information.
5.1 Any notice or other communication provided in participation of the Program must be given in writing to the other party at the address stated above or at such other address notified by that party in writing. A notice is deemed to have been given when delivered personally or two business days after the date on which the notice is posted within Australia.
5.2 Participation in the Program is governed by the laws of Victoria.
5.3 These terms of participation contain the entire agreement between the parties with respect to the Program and supersedes all other agreements or understandings between them relating to the Program.
6. New Zealand
THE PROVISIONS OF THIS CLAUSE 6 APPLY ONLY WHERE TRADE REPORTS RELATE TO NEW ZEALAND INDIVIDUALS
6.1 If you access any Trade Report that includes Credit Information (as defined in the Credit Reporting Privacy Code 2004 (the Code)) about an individual in New Zealand, you undertake that:
(a) you will only use the Trade Report for the purpose of making a credit decision affecting the relevant individual (and for directly related purposes including debt collection) or providing that individual with a quotation of the cost of credit;
(b) prior to accessing the Trade Report, or providing us with Information about an individual, you will obtain the consents and provide the relevant notices and disclosures required by Privacy Laws;
(c) you must retain evidence of all consents, notices and disclosures as required by the Privacy Laws (excluding any information which you are not permitted to retain by law) in a form reasonably acceptable to us, and you must promptly make them available to us at any reasonable time on request; and
(d) you confirm that you have read, understood and agree to comply with the provisions for ‘Subscriber Agreements’ set out in Schedule 3 of the Code (the Subscriber Agreements) and you undertake that you will read and agree to comply with any amendments to the Code that are applicable to Subscriber Agreements from time to time. A copy of Schedule 3 of the Code at the date of this Agreement is available at: www.privacy.org.nz/assets/Files/Codes-of-Practice-materials/Consolidated-CRPC-Including-Amendments-2-to-5-and-7-to-12-28-September-2017.pdf).