1. DEFINITIONS
In this Agreement:
“business”
means any undertaking whether carried on for gain or reward or not, or in the
course of which goods or services are acquired or supplied whether free of
charge or not;
“domain name” means an alphanumeric string
which resolves to Internet resources as detailed in RFC 1034;
“Domain Name Commission” means Domain Name
Commission Limited, a company wholly owned by InternetNZ;
“InternetNZ”
means the Internet New Zealand Incorporated and its successors and permitted
assigns;
“.nz domain name ” means any domain name which
ends in .nz;
".nz
policies" means all standards, policies, procedures, technical
specifications, rules and practices issued by the Domain Name Commission for
the management of the .nz domain name space and published from time to time;
“policies”
means all standards, policies, procedures, technical specifications, rules and
practices issued by us affecting the operation of the registry and published by
us from time to time;
“register”
means the database of information about the nz domain name space and which is
the authoritative repository for the creation of the primary zone files for the
.nz country code;
“registrant”
means a person that is allocated a domain name registered to them within the
.nz domain name space;
“registrar” means any person who has been
authorised by the Domain Name Commission to become a registrar in the .nz
domain name space;
"registry"
means an organisation, that holds, operates and manages the register, including
the transfer to the zone files;
“the
internet” means a confederation of regional and local networks based on the IP
protocol suite;
“services” means anything we do or arrange for
you;
“SRS system” means Shared Registry System;
"we" “our” or “us” means New Zealand
Domain Name Registry Limited, trading as .nz Registry Services (NZRS) which
operates and manages the register;
"you" means you, the person applying
to be connected to the register who, meeting certain requirements and while
authorised, will be permitted access to the register to complete transactions
for any registrant for whom you act.
2. IMPORTANT:
GENERAL CLAUSE
This
clause 2 takes priority over all other clauses of this Agreement.
Acquiring
Services for the Purposes of a Business
As you are acquiring our services for the
purposes of a business then you agree that your general rights at law in
connection with the services will be subject to the terms of this Agreement
only. In particular, you agree that to
the extent legally permitted, the provisions of consumer laws (for example, the
Consumer Guarantees Act 1993) will not apply to the services we provide under
this Agreement.
3.
IMPORTANT:
INTERPRETATION
This
Agreement sets out the terms and conditions relating to your arrangement with
us as an authorised .nz registrar which shall be read in light of the contents of
the .nz policies released by the Domain Name Commission, as may be amended by the
Domain Name Commission in its discretion from time to time.
4.
IMPORTANT: TECHNICAL REQUIREMENTS
Before you can access
the register, you must meet the requirements in clauses 4 and 5 to our
satisfaction.
We require that you demonstrate to us that your
interface with our systems works correctly.
When you meet our technical requirements we will notify you. Our
detailed technical requirements are available to view at www.nzrs.net.nz .
You may be required to demonstrate that you
meet our requirements at any time. If
you fail to meet these requirements, your access to the register may be
suspended or terminated at our sole discretion.
5.
ACCESS
TO THE REGISTER
To be
permitted access to the register, you will need to:
·
produce
to us a .NZ
REGISTRAR AUTHORISATION AGREEMENT signed by you and the Domain Name Commission (the “Domain Name Commission Registrar
Authorisation Agreement); and
·
If
you are normally resident outside New Zealand, comply with our
requirements in clause 9 for such persons.
On meeting the requirements in clause 4 and
this clause 5, you will be permitted access to the register on the terms of
this Agreement.
Your appointment is in addition to the right of
other registrars to access the
register. We can permit access to as many additional registrars
as meet the requirements established by InternetNZ. You are permitted to state that you have been
permitted access to the register for the .nz domain
name space but nothing else except as permitted by your DOMAIN
NAME COMMISSION REGISTRAR AUTHORISATION AGREEMENT.
You agree that you are an independent person who has met certain
requirements and therefore been permitted access to the register. You are not
our agent and shall not hold yourself out in any way as being our agent.
6.
OUR COMMITMENTS TO YOU
We agree that subject to the .nz policies and
the terms of this Agreement we will:
6.1 notify you when you:
§
have met our access
requirements and
§
are permitted to access the
register;
6.2 provide you with the
level of access to the registry systems that the registry permits to registrars who have entered into a DOMAIN NAME COMMISSION REGISTRAR AUTHORISATION AGREEMENT;
6.3 maintain the register to enable you to
register and maintain a domain name for which you are the registrar chosen by
the registrant;
6.4 maintain the
registrations of domain names for which you are the registrar chosen by
the
registrant for the period for which the
charges required under this Agreement have been paid for as long as we are
legally permitted to do so;
6.5 use people with
sufficient technical training, experience and skills to respond to and fix all
problems associated with the register and its links;
6.6 provide you with the
level of technical and customer service support described at www.nzrs.net.nz ;
6.7 publish on www.nzrs.net.nz the minimum technical requirements required
by InternetNZ and us to protect the security of our systems and the data
contained within them;
6.8 comply with the terms of
privacy agreements between you and registrants and the Privacy Act 1993 in our
management of personal information held on the register;
6.9 take all reasonable
precautions to protect your personal information against: loss or unauthorised
access or use, disclosure or other misuse;
6.10 exercise our responsibilities in a fair,
open, transparent, and timely manner;
6.11
regularly attend the Registrar
Advisory Group meetings convened by the Domain Name Commission;
6.12 send our communications to the email
address specified by you;
6.13 always do our best to
provide our services.
7.
YOUR DUTIES TO US
General
Duties
You agree
to meet these general duties. To:
7.1 make sure all information you give us is accurate and complete
and that you have the authority to enter into this Agreement;
7.2 access the registry for the sole purpose of managing the domain
names for which you are the designated registrar;
7.3 comply with all the requirements for being a registrar, including your
obligations under
this Agreement and your DOMAIN NAME COMMISSION REGISTRAR AUTHORISATION AGREEMENT;
7.5 comply with the minimum
technical requirements published on InternetNZ’s website;
7.6 supply
to us data as required by our technical specifications, which are available at
www.nzrs.net.nz
. You grant us a right to use the data for management of .nz domain
name
space;
7.11 comply with all relevant
legislation and in particular, the Fair Trading Act 1986 and the Privacy Act
1993;
7.13 establish and maintain
security procedures to prevent malicious or accidental disruption of your
operations including loss, wrongful access, misuse, or unauthorised disclosure
of information;
7.14 notify us immediately where
the security of your identification and/or register access identifier is
compromised;
7.15 advise us immediately if you or your
officers:
§
are adjudicated bankrupt;
§
have a receiver appointed
for any of your assets;
§
go into liquidation;
§
are convicted of an offence
involving: dishonesty, fraud, misuse of funds, misuse of information or found
to have breached the Privacy Act;
7.16 establish procedures that enable
registrants to transfer to a new registrar without interruption in the use of
their domain name and follow the .nz policies set by the Domain Name Commission
regarding that topic;
7.17 keep us protected and
indemnify us against any legal action taken against us because of the receipt
or use of our services by you or someone you are responsible for or have a
relationship with regarding our services;
7.18 make sure that all
information you give to us is complete and accurate; this includes advising us
promptly should you change address, premises, email address or phone/ fax
number.
Duties of
Other Persons
8.
YOUR DUTY TO PAY OUR
CHARGES
You
agree to pay for the services we provide for you including all charges arising
out of use of the register through use of your identification and/or log-on
information, whether you have authorised
that use or not.
Although
our charges are correct at the date we publish them on our website at www.nzrs.net.nz . we may alter our charges from time to time. When we alter them we
will send you notice of the alteration at least one month before they come into
effect, and make sure the alteration is not inconsistent with your DOMAIN NAME COMMISSION REGISTRAR AUTHORISATION AGREEMENT.
9.
OUR USUAL CHARGES TO YOU
Our
usual charges are for the registration of domain names for registrants for whom you act in the .nz domain
name space. We may also charge for technical
assistance provided by us additional to the standard level of technical support
provided to all registrars. We will tell you before any additional charge
is incurred.
Our prices are stated in New Zealand dollars and exclude
goods and services tax (GST).
We
require our invoices to be paid on the 20th of the month following
the date on the invoice by direct debit from a bank account which you have
control over or, at our discretion, we may authorise payment by another method
that may from time to time be provided for in our Registry Service
Statement. Any such authorisation must
be in writing to be valid. You will
ensure that the account has sufficient funds in it to meet your financial
obligations to us.
You
will make arrangements and execute all documents necessary for all charges
payable to us to be paid by direct debit and in particular you will send us a
copy of the original direct debit form you sign with your bank.
If you are normally resident
outside New Zealand you will
open and maintain a bank account at a New Zealand office of a trading
bank unless otherwise agreed in writing with us.
10.
BILLING
Electronic invoices
will be issued in Adobe PDF format by the tenth day of each month for the
previous calendar month. This invoice will be sent to the Registrar’s
designated email address, unless notified otherwise by the Registry
Manager.
You agree to pay each invoice by the due date for payment specified in
clause 9, without set off, deduction or counterclaim.
We will base our
invoices on records held in the SRS system.
If you believe that an invoice
contains a mistake, please contact the Registry Manager at accounts@nzrs.net.nz by the date notified on the invoice, but otherwise at least 5 days
before the date of payment and we will investigate the matter. If we agree that
we have made a mistake then we will correct the invoice immediately. If we find
that there is no mistake and the payment date is due you will pay the
outstanding amount immediately.
11.
NON PAYMENT OF OUR
CHARGES
Payment
of our charges by the due date for payment is essential to us.
If
you do not pay an invoice by the due date for payment, in addition to any other
legal rights available to us particularly our right in clause 13 we may:
§
charge you interest on the
unpaid amount from the due date for payment until you pay it. The interest rate will be the base rate charged
to us by our bank on the due date for payment, plus a margin of 5% per annum on
this rate;
§
stop accepting fee paying transactions from you;
§
call up any letter of credit given to us by you;
§
apply any funds held by us on your behalf towards
payment of any sum of money owing by you to us;
§
charge you any reasonable costs we have to pay in
collecting any money you owe us including the cost to us of exercising our
legal rights.
12.
YOUR CREDIT LIMIT WITH US
In consultation with you, we
will establish your credit limit for the use of our services. We may require you to deposit a sum of money
not exceeding the credit limit with us, or at our option, require you to
establish and deliver to us a letter of credit from a financial institution acceptable to us for the amount of
your credit limit.
13.
REFUSAL TO SUPPLY
SERVICES
If you do not pay our
charges or meet any duties you have to us we may refuse to provide a service
you request at any time.
14.
ENDING YOUR ABILITY TO
ACCESS THE REGISTER
Where you are experiencing a technical problem
in the interface of your business systems with the register which in our discretion
puts the integrity of our systems and databases at risk, we may suspend your
access to the register. You will be
required to rectify the technical problem to our satisfaction before your
access will be resumed. We may require
you to test your interface in a test environment to our satisfaction before
allowing your access to resume.
15.
YOUR ABILITY TO ASK FOR
COMPENSATION FROM US
You agree
that your rights to compensation are determined and limited by clause 16 of
this Agreement.
16.
LIABILITY
16.1 In
consideration of the Domain Name Commission having taken out insurance on your
behalf, as set out in clause 14 of the .nz Registrar Authorisation Agreement,
you agree to our excluding and limiting our liability to you as set out in this
clause.
16.2 Except to the extent that
liability cannot be limited or excluded by law, we exclude all liability that
we may have to you for all events giving rise to liability on our part arising
out of or in connection with this Agreement.
This exclusion also applies for the benefit of the following persons:
(a)
any entity we are in any
business relationship with;
(b)
every officer, employee,
contractor, agent of us or any entity in clause 16.2(a);
(c)
the NZ Domain Name
Commissioner;
(d)
anyone else we get to
perform our duties under any agreement you have with us.
16.3 None of the persons
specified above in clause 16.2 is liable or has to pay you for anything else in
connection with or resulting from anything any of us does or does not do, or
delays in doing, whether or not it is contemplated or authorised by any
agreement you have with us.
16.4 This exclusion of
liability:
(a)
shall apply whether the
liability claim is based on breach of contract, breach of warranties, tort,
negligence, strict liability or other legal theory; and
(b)
does not prevent you from
getting a court order requiring us to do anything we have agreed to do for you.
16.5 Notwithstanding the
foregoing, if any of the persons outlined above is ever liable to you and, for
any reason, cannot rely on the exclusion of liability set out in this clause 16,
the maximum combined amount of damages recoverable for all events, acts or
omissions will not exceed the amount of the authorisation fee paid by you to the
Domain Name Commission at the time when your application for authorisation as a
registrar was submitted.
17. INFORMATION ABOUT YOU
During our relationship we will collect information
about you from yourself and others.
Under
the Privacy Act 1993, we follow strict security procedures in storing and
disclosing information about you, to prevent unauthorised access. Our security measures mean that we may
request proof of identity before we disclose sensitive information to you.
You
may decide whether to provide any information we seek from you. However, if you do not provide it we may not
be able to provide our services to you.
You
may ask to see information we hold about you and ask for any details that are
wrong to be corrected.
We
may hold the information and share it with our officers, employees, contractors,
and agents. This enables us and those other persons to provide services to you,
to send you invoices and keep you informed of new services as they become
available.
We may share with any person the numbers of:
§
domain name registrations
arranged by you according to: date of registration/name of
registrar/zone/status, or any combination of these criteria;
- domain names arranged by you and transferred and cancelled
according to: date of transfer or cancellation/name of
registrar/zone/status, or any combination of these criteria.
18. REGISTRATION OF A DOMAIN NAME
When you register a domain name in the .nz domain name
space you are:
18.1
registering
a domain name for a registrant because no other person has it according to the
records of the register;
18.2
not representing anything else to
anybody regarding that domain name or any other domain name. The entry of a domain name in the "who
is" database shall not be taken as evidence of anything other than such
registration;
18.3 responsible to notify any
registrant for whom you act that use of the domain name may breach third party
legal rights and that it is the registrant’s responsibility as a condition of
registration to satisfy itself that such legal rights are not infringed and to
protect you, us and everybody who has the benefit of this Agreement, from any
claim arising out of that person being registered the domain name.
19. REGISTER IS THE RECORD
For all purposes the details shown in the register shall be treated as
correct and the authoritative record.
20. LAW & JURISDICTION APPLYING TO THIS
AGREEMENT
Unless we otherwise agree in writing, this
Agreement contains all the terms of our relationship and continues to apply no
matter where you are located at the time any of the services are provided or
where you reside. This will be the case until this Agreement is cancelled
except to the extent clause 31 says otherwise.
To the extent legally permitted:
20.1 these terms shall be governed by and interpreted in accordance
with New Zealand
law;
20.2 any claim or dispute arising out of or in connection
with this Agreement must be notified in writing within 60 days from the date
the relevant service was supplied to you;
20.3 any
dispute, difference or claim arising out of or in connection with this
Agreement shall be finally resolved by either you or us serving on the other,
notice in writing requiring that the matter be determined by arbitration before
an independent qualified person to be appointed by the President or
Vice-President for the time being of the New Zealand Law Society.
20.4
except as otherwise stated, you may
take action against us only in a New Zealand court;
20.5 where you or any
registrant for whom you act supplies incorrect information regarding a domain
name and we incur cost in any matter concerning that name then we may recover
the costs incurred by us from you.
21. RIGHT TO MAKE POLICIES REGARDING THE
REGISTER
You agree that we will provide and maintain policies affecting the
technical operation of the register and at anytime we may amend those
policies. We agree to publicise such
amendments before implementing them. Our
standard procedure will be to consult on such changes through the Registrar
Advisory Group, except where in our opinion the integrity of the registry
systems is at significant risk. All
changes to policies will be notified to you by email and by posting them on www.nzrs.net.nz
before the date they become effective.
22. ALTERING THESE CLAUSES
We may
alter or remove existing clauses of this Agreement or add new ones. Alterations may be in the nature of
completely new clauses. We can do this without the need to obtain your consent
or the consent of the persons in clause 25.
We
will notify you by email of any alterations we are making and the changes shall
come into effect on the date mentioned in the notice. If no such date is mentioned the change will
be effective from the date one month after the notification.
Please ask us at any time for a copy of our
current Agreement with you.
23. SENDING INVOICES AND NOTICES
We will send notices to the last email address
or fax number you have given us. We can
assume any:
23.1 email has been received
when it has been sent to the email address we sent it to even if it has not
been downloaded from the Internet Service Provider hosting the email address;
23.2 fax has been received when we receive
confirmation of transmission to the number we
sent it to.
You may send any notice to us by: emailing it
to notice@nzrs.net.nz or sending it by fax to
(+64) (4) 931 6979.
24. MEETING OUR DUTIES THROUGH AGENTS
We may have any agent approved by us in writing
perform any part of our side of the Agreement you have with us. If that occurs,
each of those persons and their officers, employees, contractors or agents
shall have the benefit of any terms that confer benefits on us.
25. TRANSFERRING RESPONSIBILITIES
We
may transfer the whole of our side of the Agreement you have with us to someone
else. We will tell you if we do this.
You may not transfer this Agreement or any benefit or obligation of it to
anybody. If you are a business and your management or control is altered,
then this will be treated by us as a transfer of this Agreement entitling us to
end it. For the purposes of this clause
the Contracts (Privity) Act 1982 shall apply.
26. MORE THAN ONE PERSON
All the persons who you permit to perform or
carry out your role as a registrar, and use or acquire services from us, are
treated by us as persons you are responsible for under this Agreement and must
meet all your duties under it.
Notwithstanding this clause you shall be solely responsible for
performing all obligations under this Agreement.
27. EACH CLAUSE SEPARATELY BINDING
Each clause of every agreement you have with us
is separately binding.
If for any reason we, you, or any of the
persons specified in clause 16 cannot rely on any clause, all other clauses of
it are binding.
28. COMMUNICATION
WITH REGISTRANTS
It
is agreed by both of us that while generally we will not communicate with any
registrant for whom you act, there are circumstances when we are authorised to
do so, namely:
- when instructed in
writing to do so by InternetNZ; or
§
any other circumstances
determined by InternetNZ.
29. CHANGES TO OUR SYSTEMS
From
time to time, we may make changes to the software and/or minimum
technical requirements that enable you to
interface with our systems.
Where
we do this we will always follow the processes required by InternetNZ.
We
will always give you a minimum of one month notice of these changes prior to
the implementation.
We
will not be obliged to give you notice if in the opinion of InternetNZ the
integrity of our systems is at risk.
30. TERM AND TERMINATION
30.1 The
term of this Agreement will start on the date that both parties sign the
Agreement and shall continue until terminated in accordance with this
Agreement.
30.2 We may,
at any time, by giving one month’s written notice to you, terminate this
Agreement if for any reason whatsoever which we, in our sole discretion,
consider sufficient. Advice of that reason shall be included in the notice to
you.
30.3 You
may, at any time, by giving two months’ written notice to us, terminate this
Agreement without cause.
30.4 Either
party may terminate this Agreement by giving 5 days’ written notice of
termination to the other if there is a breach or default by a party of a
material obligation under this Agreement.
30.5 Unless
the parties agree otherwise, the Agreement will end immediately upon the expiry
of the written notice period specified in clauses 30.2, 30.3 and 30.4.
30.6 Upon termination of this Agreement, you shall:
(a)
take all actions
necessary to safeguard the rights of registrants for whom you act; and
(b)
cease to hold
yourself out as one of our registrars;
and
(c)
immediately
discontinue acting as a registrar; and
(d)
(where
termination is by you) arrange for the transfer of registered domain names for
which you are the designated registrar to a new registrar(s) and the
notification of this to each registrant for whom you act; and
(e)
(where
termination is by us) you agree we have the right to direct you to transfer
registered domain names for which you are the designated registrar, to other registrars of ours in line with the policy published
by us; and
(f)
work
co-operatively with all persons who we say are involved in transfers of
registered domain names for which you are the designated registrar to other registrars.
30.7 Termination of the Domain
Name Commission Registrar Authorisation Agreement means the .nz CONNECTION AGREEMENT is
cancelled.
31. RIGHTS AND RESPONSIBILITIES THAT CONTINUE
The
cancelling of any agreement you have with us does not affect any rights and
responsibilities which are intended to continue or come into force afterwards.
These include the rights and duties under clauses 2, 4, 5, 7-11, 13, 15, 17-22,
26, 28-30 and this clause 31.
|
Signed for and on Behalf of
New Zealand Domain Name Registry Limited
trading
as .nz Registry
Services (NZRS)
|
Signed for and on Behalf of
[insert
full and formal name of Registrar’s legal entity]:
trading as________________________
|
|
_______________________________
________________________________
[insert name of person signing]
Title:
[
]
|
_______________________________
_______________________________
[insert name of person signing]
Title:
[
]
|
