1.   By executing the Medical Assurance Society New Zealand Limited Portal (the “Portal”) application form, and each time you access and/or use the Portal, you agree to be bound by these terms and conditions. These terms and conditions are deemed to form part of the Portal application form. These terms and conditions are deemed to include all disclaimers and other terms and notices appearing on specific content on the Portal from time to time.

2.   In these terms and conditions, we have used “we” or “us” for the Medical Assurance Society Group and “you” for the subscriber to the Portal. The Medical Assurance Society Group comprises Medical Assurance Society New Zealand Limited and its subsidiaries and associated entities, including the Medical Assurance Society Members' Trust.   

Our Responsibilities

3.   We provide subscribers access on the Portal to information, resources and tools including template contracts and on-line calculators, (together the “Content”). Subscribers are also able to create and save to the Portal information specific to the Subscriber (“Subscriber Content”) using the tools available on the Portal.

4.   While we will try to ensure that the Content on the Portal is free from error, we do not warrant the accuracy, adequacy or completeness of the Portal or the Content or their suitability for your intended use(s). The Content is not intended to be a substitute for commercial judgement or professional advice and you should not act in reliance upon the Content without first obtaining professional advice relevant to your circumstances.

5.   The Portal may provide links to external websites or resources from time to time. We have no control over such websites and resources. You agree that we are not responsible for the availability of such external websites or resources, and we do not endorse and are not responsible for any content or other materials available from such websites or resources and will not be liable to you in any way in relation to your access or use of such websites or resources.

6.   To the fullest extent permissible by law:

(a)  We disclaim all representations or warranties of any kind, express or implied, regarding the Content, the Subscriber Content and/or the Portal; and

(b)  We exclude all liability or responsibility to anyone for any losses, expenses, costs or damages arising from claims made, whether in contract, tort (including negligence) or otherwise, relating to any action or failure to act in reliance on the Content, the Subscriber Content and/or the Portal.

Your Responsibilities

7.   You agree to pay any and all charges in respect of your subscription to and use of the Portal. We may change the Portal charges from time to time. We will send you invoices for our charges. If you do not pay our charges by the date specified on the invoice, we may suspend or cancel your subscription by terminating your access to the Portal.

8.   You warrant that you have all necessary legal capacity and authority to subscribe to and use the Portal. You warrant that any information you provide to us or that you submit to the Portal will be true, accurate, current, complete, will not be offensive, will not defame any person (including any body corporate or Subscriber) and will not infringe the intellectual property rights of any person. You agree to maintain and promptly update the information so as to meet the above warranty on an ongoing basis. If at any time we have reasonable grounds to suspect that any information provided by you (whether subscription details or Subscriber Content) does not meet the warranty contained in this clause, we may suspend or cancel your subscription by terminating your access to the Portal immediately upon notice.

9.   You will receive a log-in ID and a password upon subscribing to the Portal. You are responsible for maintaining the confidentiality of your log-in and password, and are fully responsible for all activities that occur under your log-in or password. You agree to notify us promptly as soon as you become aware or suspect any unauthorised use of your log-in or password or any other breach of security.

Ownership

10.   The Portal and the Content is either our intellectual property or the intellectual property of our licensors, such as the content providers listed on the Portal from time to time (the “Content Providers”). Subject always to any terms of use imposed by a Content Provider (which will be referenced next to the relevant Content on the Portal), we licence you to view and use all Content and to print a hard copy of any part of the Content for the purposes of your business. You must not otherwise copy, modify, use, distribute, re-sell or dispose of the Content or the Portal (including any computer program, software or code forming part of the Portal) in any way without obtaining our written permission. If you have any questions about the extent to which you can use the Content or the Portal, please contact us.

11.   Subject to clause 13 below, you grant us a world-wide, royalty free, perpetual, irrevocable and non-exclusive licence to use any subscription details and any Subscriber Content.

Privacy

12.   We may collect and store:

(a)  subscription details (i.e. the details you provide to us when you subscribe to the Portal as amended by you from time to time); and

(b)  information about your use of the Portal, for example, the pages you access and how many times you access the Portal;

(c)  Subscriber Content.

13.   To avoid duplication, and to ensure that information we hold is completely up-to-date, all subscription details are stored on our central database. Any information referred to in clause 12 above will be stored securely and will not be disclosed to any third parties. You agree, however, that we may publish (in any form whatsoever) aggregated data relating to subscribers to the Portal (including information regarding their use of the Portal and aggregated Subscriber Content) provided that such information is published in a manner that does not enable any Subscriber to be identified.

General

14.   You may not assign or sub-contract your rights or obligations under these terms and conditions to any third party without our prior written consent. You are responsible for ensuring that all your agents, employees and contractors comply at all times with these terms and conditions as if they were bound directly to these terms and conditions.

15.   All Content is subject to change at any time.

16.   Each term of these terms and conditions is binding as a separate and independent obligation. If for any reason we, you or any of the people who have provided content to this Portal, cannot rely on any term, the other terms remain binding.

17.   You agree that we may cancel your subscription without prior notice if you breach any of these terms and conditions or breach any law while using the Portal.

18.   The suspension or cancellation of your subscription does not affect any rights or responsibilities which are intended to survive cancellation of your subscription by either party.

19.   We may change these terms and conditions. We will give all subscribers one months’ notice of changes to the terms and conditions on the Portal. If you are unhappy with a proposed change to the terms and conditions you may cancel your subscription to the Portal by giving us two weeks’ written notice.

20.   For the purposes of the Contracts (Privity) Act 1982, these terms and conditions confer a benefit on, and are enforceable by, the Content Providers and each member of the Medical Assurance Society Group.

21.   Unless we have waived a right under these terms and conditions by giving express written notice to you, any delay or failure to exercise a right under these terms and conditions does not prevent us from exercising any other right on that or any other occasion.

22.   You agree that these terms and conditions are governed by New Zealand law and that the courts of New Zealand shall have non-exclusive jurisdiction in respect of them and all disputes arising in relation to the Content, the Subscriber Content or the Portal.