1. If you apply for and receive Key Access for ACC’s API Production Environment then you accept these Terms and Conditions.
2. Throughout these Terms the following words have the following meaning;
- “We” and “Us” refers to ACC (Accident Compensation Corporation).
- “You” and “Yours” refers to you personally, and where you are using this portal on behalf of another entity or company, also includes that other entity or company,
- “API” means ACC’s Application Programme Interface
- “Application” means the software you develop within the ACC Compliance Environment to interact with the API.
- “Compliance Environment” means the testing interface which you must register to use, and on which your Application can be tested to confirm its readiness for Production (also known as “Sandpit”).
- “Data” means any Data that is held by ACC, which may include Personal Information
- “Developer Portal” means the Developer Portal website and its functionality
- “Key Access” means the key provided to you by ACC to access the API for the purposes of putting your application into Production.
- “Personal Information” has the meaning as set out in the Privacy Act 1993.
- “Production” means the live environment within which your Application is made available to your customers through the ACC API.
3. Changes to these terms
We may change these Terms from time to time at our own discretion, and they will still be binding on you even if you are not aware of the changes. We will however attempt to notify you of any changes by providing you with notice on the Developer Portal.
4. Intellectual Property
- We own or license from a third party all rights, title and interest (including copyright), in the API and the Data, and in any software (or other) systems we use to run or test the Applications. You own all rights, title and interest in the Application you create and deploy into Production on ACC’s API platform.
- You may not use any of our brands or trade marks in your application or publications about your application without our prior written consent.
5. Usage of ACC’s API
- You must only use the API platform for lawful purposes and in a lawful manner. We can revoke your access to the API platform at any time if, in our sole discretion, we decide that your activity on the API platform is either unlawful, in breach of these conditions or may bring ACC into disrepute.
- While we intend to run the API platform for the foreseeable future, We have no obligation to keep the API platform operational and may cease operation of the API platform at any time. We will attempt to advise you as soon as practicable if we choose to stop running the API platform but we are not obligated to do so.
6. Governing Law
These terms are governed by the laws of New Zealand and we both (you and us) submit to the exclusive jurisdiction of the New Zealand courts.
While we will take steps to ensure that the API platform is secure, we will not be liable in any way for any damage to you, your computer(s) or third parties;
a) For any computer viruses or other harmful components, defects or errors on the API platform;
b) To correct or repair any defects in the API platform; or
c) That your access to the API platform will be reliable, uninterrupted or error-free (including access to the website or any linked websites).
ACC is not obligated to provide support, but you may get some assistance via the Developer Portal (https://developer.acc.co.nz/), via either Contact or Forums during normal New Zealand business hours.
9. Your Responsibilities
- You must provide us with correct and accurate information where we request it from you, and keep it up to date.
- You must use the Development Portal only for lawful and proper purposes.
- You must not introduce any viruses or harmful code into our API platform environment.
- You must ensure that any Application you develop complies in all respects with New Zealand laws, including any relevant privacy law;
- You will report all defaults or defects on the site to ACC.
10. Privacy Act
3. You will;
a) ensure that any personal or health information You hold about an ACC client is protected by reasonable security safeguards against loss or unauthorised access, use modification or disclosure;
b) appoint a privacy officer; and
4. You will comply with the following privacy protocol:
a) You will, where required by ACC from time to time, provide to ACC all information required by ACC about any privacy breach and near miss that arises from the API platform, including by making such of Your employees or contractors available to ACC to assist it to manage the implications for it and its clients arising from the breach.
b) You agree to escalate a privacy breach to ACC under the following procedure:
i. Any breach will be notified to ACC's Representative by phone and email as soon as You are aware of the breach.
ii. You and ACC will then work together to manage consequences and implications of the breach, including in accordance with ACC's issues management procedures.
iii. You will not comment publicly, including to the media about the breach, without the prior written permission of ACC's Representative.
11. Security and non-disclosure:
1. Each party must:
a) keep absolutely secret and confidential at all times the Confidential Information of the other;
b) not use, communicate, copy, make available or re-supply the other party's Confidential Information to any person other than those of its personnel or professional advisers to whom disclosure is necessary for the purposes of performing this Agreement;
c) effect and maintain adequate security measures to safeguard the other party's Confidential Information from loss, unauthorised access, use, modification or disclosure by unauthorised persons; and
d) ensure that any personnel or professional adviser to whom it discloses the other party's Confidential Information is aware of, and complies with, the provisions of this clause 24.
2. Exceptions: Confidential Information may be disclosed by a party if, and only to the extent necessary, where:
a) disclosure is required by law, or necessary to comply with the listing rules of any recognised stock exchange; or
b) disclosure is necessary to obtain the benefits of, and fulfil obligations under, this Agreement; or
c) that Confidential Information already is, or becomes, public knowledge other than as a result of a breach of clause 11.1 by that party; or
d) disclosure is made to a bona fide financier or potential financier of that party, or to a bona fide purchaser or potential purchaser of all or part of the business of, or the shares in, that party, so long as:
i. that party has notified the other party of the proposed disclosure; and
ii. the person to which disclosure is to be made has entered into a confidentiality agreement in a form reasonably acceptable to the other party;
e) disclosure is made to a lawyer or accountant for that party; or
f) disclosure is required by any Government Agency, minister of the Crown or parliamentary officer.
3. Prior notification and consultation: If either party is required by clause 11 to make a disclosure or announcement, it shall, before doing so:
a) give to the other party the maximum notice reasonably practicable in the circumstances, specifying the requirement under which it is required to disclose Confidential Information, and the precise Confidential Information which it is required to disclose;
b) comply with all reasonable directions by the other party to contest or resist the requirement to disclose Confidential Information; and
c) consult in good faith with the other party with a view to agreeing upon the form and timing of the disclosure or announcement.
4. Return of information: The Supplier must, following the expiry or termination of this Agreement, destroy all Confidential Information of ACC in the Supplier's possession or control or, if requested by ACC, return that information to ACC.
5. Media Releases: All media releases, public announcements and public disclosures by any party relating these terms shall be co-ordinated with, and approved by, both parties.
6. No publicity: The Supplier will not use ACC as a reference site, or make any public statements about this Agreement (including to any other of its actual or potential customers), without ACC's prior written consent, subject to clause 4.3.
- To the maximum extent permitted by law, we exclude all liability to you and any third party for any loss, damage, cost or expense suffered or incurred by you or them arising directly or indirectly from your use of, or access to, the API platform, the API or the Data or otherwise arising in connection with these Terms, and whether in contract, tort (including negligence), statute or otherwise, and even if we have been advised of the possibility of such loss, damage, cost or expense.
- If we are liable to you or any third party under or in connection with these Terms for any reason, our maximum aggregate liability, whether in contract, tort (including negligence), statute or otherwise, is limited to $100.