1.1 These Terms and Conditions of Trade (“Terms and Conditions”) apply to all contracts for the supply of print and online content by Thomson Reuters New Zealand Limited (“us”) to the customer (“you”) and excludes products and services that are supplied subject to specific terms and conditions that will be provided to you at the time of order e.g. reseller terms, events and exhibitions, advertising services, software and software as a service (SAAS).

1.2 Your acceptance of products and services from us means that you accept these Terms and Conditions. No variation by you of these Terms and Conditions will be valid unless our authorised representative gives you written confirmation that that variation has been accepted.

1.3 We may make changes to these Terms and Conditions from time to time to accommodate changes in law, business practice or the introduction of new products or services. If we do, we will notify you in writing at least 30 days before those changes take effect. Your acceptance of further products and services and/or payment of further instalments due after the date we notify you of a change is deemed acceptance of those changes. If you do not want to accept the changes, you are entitled to terminate any ongoing subscription materially affected by the change by giving us written notice before the changes take effect.


2.1 Unless expressly stated, our prices do not include goods and services tax or postage and handling.

2.2 Except as expressly provided elsewhere in these terms, all orders for our products and services will be invoiced at the time they are first supplied and dispatched or uplifted

2.3 If you subscribe to an online service that permits you to purchase access to additional data on a transactional basis, you will be charged per transaction. Data accessed on a transactional basis may be viewed in the online service for a period of 24 hours only from the time of purchase. You will be billed and required to pay for such transactions on a monthly basis.

2.4 All invoices must be paid in full within 30 days of date of invoice.

2.5 If you fail to make payment on or by the due date we may (at our sole discretion) on reasonable notice:

(a) claim immediate payment of all overdue amounts plus (by way of liquidated damages), the balance of the licence fee or purchase price specified in the invoice, if you are paying that amount in instalments;

(b) suspend or cancel any delivery or continued supply of products or services;

(c) recover any debt collection costs incurred; and

(d) re-take possession of products, resell them and keep the proceeds of the sale. Any shortfall remaining in the amount owing after resale will remain a debt owed by you.

2.6 If you are in breach of your obligations under any contract with us, we may withhold performance of our obligations under any other contracts with you until the breach is remedied and we will not be liable for any damages or loss sustained by you as a consequence of our exercising our right to withhold performance.

2.7 You acknowledge that we are under no obligation to hold in trust for you the whole or any part of any fees which you pay to us in accordance with these Terms and Conditions.


3.1 We will deliver print products (“products”) to you as soon as is reasonably practicable after acceptance of your order. Delivery of products occurs when we deliver the products to you at your nominated address or to your agent or any other person or carrier to whom we are authorised by you to deliver the products.

3.2 The risk in the products passes to you at the time of delivery irrespective of when payment is completed.

3.3 We retain title to all products until you have paid for them in full. Until then, you acknowledge that we remain the equitable and legal owner of the products and you are in possession of those products only as bailee until you have completed payment.

3.4 The purchase of a publication in PDF format does not constitute the assignment of any intellectual property rights in that work to you. You are provided with a perpetual, non-transferable, non-exclusive limited licence to download and access the relevant work in PDF format for private individual use only. If you wish to re-distribute within your organisation, you must obtain an express licence from us to do so.


4.1 Where you subscribe to an online service, eBook, eSubcription (“eSub”) or CD (“the Service”), we grant to you a non-exclusive limited non-transferable licence to access and use the Service in accordance with these Terms and Conditions for the duration of the period specified in your invoice.

4.2 You may:

(a) download and temporarily store insubstantial portions of data accessible via the Service to a storage device under your exclusive control (“your Network”);

(b) internally display such downloaded data; and

(c) reproduce such data subject to the further limitations set out in these Terms and Conditions.

4.3 You are licensed to access and make use of such data in New Zealand only, unless specified otherwise in your order or invoice. For the avoidance of doubt, this does not preclude a New Zealand based employee from accessing the services remotely in the ordinary course of the activities of your organisation.

4.4 Information made available via the Service may only be used by you in the ordinary course of business and expressly for:

(a) the purposes of research, study, supplying educational services or the giving of professional advice; or

(b) inclusion in essays, theses, professional advices, papers, submissions, communications to and publications for students, clients and potential clients, the preparation of tenders, reports, submissions and other like documents (“Work Product”), provided:

(i) reproduction of content in Work Product does not represent a substantial proportion of the content of any single publication accessed via the Service;

(ii) you may not undertake these activities for or on behalf of a third party unrelated to your organisation; and

(iii) the work product is not made available for sale or for use in competition with the Service.

4.5 When using the Service and the data made available via the Service, you must comply with the law including without limitation, the Copyright Act 1994 (NZ).


5.1 Except as expressly provided in clause 4, you may not and may not permit others to:

(a) copy the whole of any database or software (other than search software supplied with the Service for the specific purpose of facilitating access to the Service in accordance with these Terms and Conditions);

(b) reproduce, copy, download, scrape, store, publish, transmit, transfer, communicate, distribute, disseminate, sell, rent, lend, modify, convert or otherwise use the Service, or any part of the Service, in any form or by any means;

(c) reverse engineer, decompile, disassemble or otherwise attempt to discern the source code of the components of the Service or reproduce all or any portion of the said components;

(d) use the Service for any purpose which includes the purpose of creating directly or indirectly any databases;

(e) convert or modify data, information or software comprising the Service, or prepare derivative works from the Service other than as a consequence of the ordinary operation of the Products;

(f) use the Service in an unauthorised on-line distribution system;

(g) make the Service available to anyone other than an Authorised User (as defined below);

(h) use the Service in any manner that infringes the intellectual property rights or other rights of another party; or

(i) create any unauthorised links to the Service or any part of the Service which is only accessible via the User Identification (as defined below).

5.2 You undertake to notify us immediately if there is any breach of these terms.


6.1 You may only access the Service using:

(a) the registration key(s) provided by us to enable you to create a OnePass account for accessing the Service; or

(b) an IP authentication regime with an IP address that is unique to your organisation.

6.2 You agree that you are responsible for protection of the registration key and OnePass username and password (“User Identification”) and you undertake not to disclose it to any other party.

6.3 Disclosure of the User Identification by you to a third party by conscious act or through negligence is a breach of these Terms and Conditions and may lead to termination of your licence.

6.4 Unless agreed otherwise, you can only use or distribute access to the Service through your local area network or wide area network to the number of users (“Authorised Users”) agreed between us in writing.

6.5 If you wish to increase the number of Authorised Users, you must first notify us of the additional number of Authorised Users and pay the applicable fee which will be pro-rated for the balance of the subscription period applicable to the Service.

6.6 If a subscriber organisation acquires, merges with or is acquired by another organisation such that the other organisation, as a result of the transaction, is or would be entitled to use or receive access to the Services, we shall be entitled to revise the fees to account for the subsequent increased value derived or scope of use.

6.7 You agree that we may, by notice in writing, appoint a person to attend at your premises to examine your records during your normal business hours to assess your compliance with clause 6.4. That person may make such copies of your records as he or she considers fit. If it is determined that the number of users exceeds the agreed level, you agree to pay any additional fee owing plus expenses reasonably incurred by us in auditing your use.

6.8 Where you have registered for a OnePass account, you may annotate your Service (except a CD) by highlighting, bookmarking, creating notes or using any similar feature made available during the term (“Annotations”). Your Annotations will be web-hosted by us or another company within the Thomson Reuters group on servers located, in some cases, outside your country of residence. Your use of the features indicates your consent to such storage. Annotations will only be processed for purposes associated with your licence and only in accordance with applicable law. Access to Annotations will only be available during the subscription period in respect of a subscription Service.

6.9 Where a Service is accessed by registration key, access may be re-assigned to a different user within your organisation. Annotations made by a previous user will not transfer to the new user. You are responsible for assigning the registration keys and maintaining the security of the registration key and OnePass account. It is your responsibility to ensure that user access is terminated when a user leaves your organisation. Sharing of registration keys or OnePass credentials is STRICTLY PROHIBITED.

6.10 You must use reasonable endeavours to:

(a) ensure that Authorised Users comply with these terms;

(b) promptly cancel the network password of any user who ceases to be registered with, employed by or contracted to you; and

(c) disable the ability of any user to access the service who breaches or fails to observe any provisions of these terms where such breach is not remedied within 14 days of our notifying you and the user of such breach.

6.11 Certain software you use may not be capable of supporting the Service and the performance of the Service will vary with the hardware on which it is used. You must check that your network is capable of supporting the Service before completing your order.


7.1 In the case of Products containing New Zealand legislation, you are put on notice that:

(a) this material is reproduced by us with the permission of the New Zealand Government; and

(b) this material as reproduced by us is not an official copy and the New Zealand Government accepts no responsibility for its accuracy.

7.2 Alert24 (Australia) — Special provisions relating to specific Content © Australian Associated Press Pty Limited (AAP) or its licensors:

If you are a subscriber to the Alert24 Service, take note that AAP reserves all rights, including copyright, in services provided by it. The information, text and images in the service are for personal use only and may not be re-written, copied, re-sold or re-distributed, framed, linked or otherwise used whether for compensation of any kind or not, without the prior written permission of AAP. This service is published for information only without assuming a duty of care. AAP is not in the business of providing professional advice and gives no warranty, guarantee or other representation about the accuracy of the information or images contained in this service. AAP is not liable for errors, omissions in, delays or interruptions to or cessation of the services through negligence or otherwise. The globe symbol and “AAP” are registered trademarks.


8.1 The service contains hypertext reference links and other pointers to internet websites operated by third parties. These linked websites are not under our control and we are not responsible for the contents of any linked website or any hypertext reference link contained in a linked website. We provide these links to you as a convenience only, and the inclusion of any link does not imply any sponsorship or endorsement of the linked website, or approval of any material on the website, by us. We make no warranties or representations regarding the quality, accuracy, merchantability or fitness for purpose of any material on other websites to which content is linked. You link to any such website entirely at your own risk. When visiting other websites you should refer to each such website's individual terms of use and not rely on these Conditions.


9.1 If you use our RSS Feed Functionality to download data from the Service for display on a site under your organisation’s control, such use is subject to these Terms and Conditions and, to the extent not already covered elsewhere the following additional terms:

(a) you can only use that content in the ordinary course of your business;

(b) you may not charge third parties either directly or indirectly for access to that data;

(c) you must include an acknowledgment that the data is “published by and reproduced with the permission of Thomson Reuters New Zealand”;

(d) you must not suggest any endorsement by or association with Thomson Reuters New Zealand;

(e) where possible, you must provide a link back to the publications from which the summary information originated, or display the url at which they can be accessed; and

(f) you acknowledge that we have absolute control over the data that you have chosen to include within the display via the RSS Feed and that that data may be withdrawn from publication at any time at our sole discretion.


10.1 The initial period of your subscription is specified in your invoice.

10.2 After the initial period, your subscription will automatically renew for successive twelve month periods, unless terminated by you in accordance with clause 12.

10.3 Subscription fees are payable in advance unless we have agreed to accept payment by way of instalments over the period of the subscription. However, where payment is made in instalments, a 15% surcharge may be applied to the agreed price.


11.1 Subject to the further provisions below, the licence in respect of eBooks and eSub is a non-exclusive, non-transferable, limited licence permitting you to download and/or access the eBook or eSub online via the ProView Software (“the Software”). You are licensed to use eBook or eSub content solely in the regular course of legal, tax and accounting research related work.

11.2 The licence to use an eBook includes continuing access to the version of the eBook current at the time of your purchase.

11.3 The licence to use an eSub includes continuing access to the eSub for the duration of your subscription period only and includes updates to that eSub issued during your subscription period.

11.4 Where you have purchased access to an eBook, we do not undertake that your access to the Annotations will be perpetual, but we will provide you with access to your Annotations for so long as the version of the eBook and the ProView software are generally available, provided that your licence is not terminated for any other reason.

11.5 Access to an eBook or eSub via an Internet Protocol Range (“IPR”) is limited to the IP ranges listed in your order and the IP ranges listed must be unique to your organisation. The IPR access licence only allows users within your organisation to access the eBook or eSub. The user may not share access with anyone outside your organisation or download the content to a device not allocated by you or registered to the user and all devices must be registered with us.

11.6 If you are providing access to an eBook under a library management system that has been approved by us, you may provide access to a member of your library provided that use by the member is subject to the terms of this licence and each copy of the eBook to which you purchase access may only be lent to a single user for the duration of the loan period.

11.7 You may not cancel the purchase of access to an eBook or return a print copy of a publication sold in conjunction with an eBook.

11.8 We may terminate your licence, including access to Annotations if we lose the right to offer the content, discontinue the ProView software, or are otherwise unable to offer content or if you breach the terms of this licence. We may update your version if necessary to maintain access to the content.Upon termination, your right to access, use and retain eBooks or eSubs will terminate and we reserve the right to delete any Annotations that may be attached to terminated eBooks or eSubs.

11.9 This clause 11 is additional to the other provisions of these Terms and Conditions. Where there is any conflict, clause 11 prevails only insofar as it relates to your use of eBooks and eSubs only. In all other respects, the terms of these Terms and Conditions apply equally to use of eBooks and eSubs.


12.1 If you wish to return any products, you may do so provided that you return the products in their original condition within 30 days of invoice.

12.2 If you wish to cancel a subscription, you must notify us in writing within 30 days of the date of your first invoice for the products or service or within 30 days of the date of any renewal invoice for that subscription.

12.3 All notices of cancellation must be in writing and sent by email addressed to: care.anz@thomsonreuters.com.

12.4 If you cancel within the 30 day period and in accordance with these Terms and Conditions, we will refund any payments made by you. However, if you cancel outside the 30 day period, we may decline to refund you at our discretion unless required otherwise by law.


13.1 We may discontinue or revise any or all aspects of a Service or publications appearing on a Service (including, without limitation, the supply of any publication through a Service) at our sole discretion and without prior notice to take account of (for example but without limitation) changes in law or circumstance relating the publication of that service.

13.2 We may, without notice, suspend access to the Service, in whole or in part, until further notice, with immediate effect:

(a) to periodically maintain or improve the publications or the Service and related systems;

(b) to comply with any order, instruction or request of any government, any emergency services organisation, or other competent judicial, administrative or regulatory authority;

(c) if we believe that the Service or the publications may be used in such a way as may constitute a breach of any provision of these Terms and Conditions; or

(d) if you fail to pay all or part of any fee by the due date.

13.3 We will endeavour, where possible, to provide you with reasonable notice of such suspension.

13.4 Whilst we will use our best endeavours to minimise disruption to the service, unscheduled outages may occur from time to time.


14.1 Upon termination or suspension of a subscription to the Service for any reason, we may immediately disable access to the Service and neither you nor any users within your organisation will be entitled to access the Service.

14.2 If we remove or modify any or all publications from the Service (in accordance with clause 13), your remedy is limited to a pro-rata refund of the subscription fee provided you have already paid for access to the relevant publication.

14.3 If we have suspended your access to a subscription service for failure to pay all or part of the fee by the due date, we will at our sole discretion (unless required otherwise by law) reconnect or re-commence supply of the service to you for the remainder of the subscription period, provided that you first pay the full amount for which you have been invoiced.


15.1 You expressly acknowledge and consent to us sharing Personal Information provided by you with other Thomson Reuters companies and service providers, who may in certain instances, be located outside of New Zealand.

15.2 You expressly acknowledge and consent to our:

(a) transferring and disclosing Personal Information provided by you to third party service providers located outside of New Zealand (including, but not limited to, the United States) to the extent required in providing access to, maintaining and servicing the Service as part of our information technology arrangements; and

(b) such third party service providers storing and processing such Personal Information provided by you on servers outside of New Zealand (including, but not limited to, servers located in the United States).

15.3 We will each comply with the privacy laws applicable to our respective organisations under these Terms and Conditions. In particular, but without limitation, you warrant that:

(a) you will only disclose Personal Information about an individual to us if necessary for the purposes of these Terms and Conditions;

(b) in so doing you will comply with the Privacy Act 1993 (NZ) (“the Privacy Act”) including but not limited to Information Privacy Principles 1, 3 and 9;

(c) use and disclosure of such Personal Information by us in accordance with these Terms and Conditions will not result in a breach of the Privacy Act by either of us;

(d) you have obtained all necessary consents or authorisation required under the Privacy Act in respect of any Personal Information provided to us such that we are able to provide the Services to you in accordance with these Terms and Conditions; and

(e) you and your users will comply with Thomson Reuters’ Privacy Policy, which can be viewed online at


15.4 You are responsible for ensuring that if a third party is required to disclose Personal Information to us for the purposes of these Terms and Conditions on your behalf, or at your request, such disclosure by the third party complies with the Privacy Act.

15.5 If we are required to retain any Personal Information:

(a) you have taken all steps to ensure that we are permitted to do so, and

(b) on reasonable notice, we will make such information available for inspection by you and your auditors.

15.6 For the purposes of this clause, Personal Information has the meaning given to it in the Privacy Act.

15.7 If you apply to us for credit terms we may give certain information about you including identity particulars to a credit reporting agency and we will tell you separately about other uses and disclosures of your personal information relevant to your application for, or our provision of, credit.

15.8 If you have any queries about your Personal Information, please address your queries to care.anz@thomsonreuters.com.


16.1 We may cancel or suspend delivery of any ordered product in the event of any delay or non-performance due directly or indirectly to wars, terrorism, strikes, lockouts, delays or defaults of manufacturers or suppliers, act of God, or any other cause beyond our reasonable control.


17.1 You acknowledge that we and/or the authors and/or the suppliers of the information contained in the products and services to which you have subscribed or which you have purchased, disclaim any liability for the accuracy or completeness of the contents of those products and services.

17.2 You also acknowledge that particular products and services may be the subject of additional disclaimers having regard to their content or subject matter. The terms of any additional disclaimers will be set out on/in the products and services concerned. In accepting any products and services the subject of additional disclaimers, you agree to take those products and services subject to the additional disclaimers.

17.3 You acknowledge that the information provided by way of the products and services we supply is provided on the understanding that it neither represents nor is intended to be professional advice. Whilst every care has been taken in preparation of the information available via our publications, each matter will depend upon its own facts and circumstances and you should not act solely on the basis of the material contained in those publications.


18.1 To the maximum extent permitted by law, neither we nor any of our agents or licensors accept liability for any loss which you may suffer from the use of the products and services provided in accordance with these Terms and Conditions, whether that loss is the result of our negligence or otherwise.

18.2 You agree to indemnify us, our agents and licensors against all claims, actions or proceedings for loss or damages arising from:

(a) any breach by you of these Terms and Conditions; or

(b) any reliance by a third party on advice that you give that derives in whole or in part from information that you have obtained through the use of the products or services.

18.3 To the fullest extent permitted by law and other than as specifically set out in these Terms and Conditions; we exclude all implied and express terms, conditions and warranties, including warranties as to the fitness of the products and services for a particular purpose or the ability of the products or services to process date dependent information.

18.4 To the maximum extent permitted by any relevant applicable laws, our liability for any loss or damage which you or any other person may sustain either directly or indirectly arising out of your use of the products or services, or their use of the products and services, provided under these Terms and Conditions, is limited to any one of the following as determined by us:

(a) the replacement of the products or the supply of the services or equivalent products or services again; or

(b) the payment of the cost of replacing the products or of having the services supplied again or payment of the cost of equivalent products or equivalent services.


19.1 In addition to those rights to cancel or suspend supply of products and services expressly provided for elsewhere in these Terms and Conditions, we may also immediately terminate supply if you:

(a) are made bankrupt; or you enter into liquidation or any arrangement or composition with your creditors, or have a receiver appointed with respect to any of your assets, or you become insolvent, or you disclose or allow disclosure of your user identification to another party; or

(b) are in default in any way under these Terms and Conditions apart from default resulting from the non-payment of money due, provided that we have given you written notice of the default and you have failed to rectify the default within 30 days from the date of the notice.


You may not assign or sub-license any of your rights under these Terms and Conditions unless we first agree in writing.


21.1 These Terms and Conditions, together with the invoice and other terms or policies expressly referenced in these Terms and Conditions, constitute the complete agreement between us with respect to the products and services supplied or to be supplied to you.

21.2 You agree that we may assign any of our rights or delegate our duties and obligations pursuant to these Terms and Conditions to any company which is a “related company” within the meaning of s2(3) of the Companies Act 1993 (NZ).

21.3 For the purposes of these Terms and Conditions:

(a) a reference to writing includes any method of representing words, figures or symbols in a permanent and visible form, including online or in an electronic communication; and

(b) a reference to online or to an electronic communication includes a communication of information in the form of data, text or images by means of guided and/or unguided electromagnetic energy, including by means of the internet.

21.4 Any inquiries about these Terms and Conditions should be directed to care.anz@thomsonreuters.com, or the Thomson Reuters representative who facilitated your order.

21.5 These Terms and Conditions shall be governed by and construed in accordance with the laws of New Zealand and the courts of New Zealand shall have non-exclusive jurisdiction to determine any disputes arising hereunder.


22.1 If you have access to WestlawNext, the following additional terms apply:

(a) We are not a consumer reporting agency. You may use information product data to support your own processes and decisions but you may not deny any service or access to a service to a consumer based on the information product data. Examples of types of service include eligibility for credit or insurance, employment decisions and any other purpose described in the Fair Credit Reporting Act (15 U.S.C.A. 1681b).

(b) If the Financial Industry Regulatory Authority regulations apply to you, you may use our information products to verify the accuracy and completeness of information submitted to you by eachapplicant for registration on Form U4 or Form U5 in compliance with the requirements of FINRA Rule 3110. You may use the information products in this manner only in furtherance of written policies and procedures that are designed to achieve your compliance with FINRA Rule 3110 or as otherwise allowed by this Agreement.

(c) Third Party Providers. Our products may include data and/or software from third parties. Some third party providers require us to pass additional terms through to you. The third party providers change their additional terms occasionally and new third party providers are added from time to time. To see the current third party additional terms for Westlaw Next information products go to http://legalsolutions.com/westlaw-additional-terms.

(d) Regulated Data. Due to the regulated or private nature of some data in our information products like credit header data, motor vehicle data, driver license data and voter registration data, you may need to complete a credentialing process which will include certifying what your legally permissible use of the data will be. You agree to immediately notify us if any of the information you provided in your ordering document or during the credentialing process changes. You agree and warrant that you are the end user of this data and that you will only use it for your own internal business purposes. You also warrant that you will strictly limit the access, use and distribution of this data to uses permitted under applicable laws, rules and regulations and as permitted by the third party additional terms. You will keep the data confidential. You will use industry standard administrative, physical and technical safeguards to protect the data. You will not disclose it to anyone except as necessary to carry out your permissible use. You will immediately report any misuse, abuse or compromise of the data. You agree to cooperate with any resulting inquiry. If we reasonably believe that the data has been misused, abused or compromised, we may block access without additional notice. You are responsible for all damages caused by misuse, abuse or compromise of the data by you, your employees and any person or entity with whom you shared the data. We will be responsible for damages caused by us.

(e) Feedback. Any comments, suggestions, ideas or recommendations you provide related to any of our products or services are our exclusive property.

(f) Export Control. Our products may not be exported or re-exported in violation of the U.S. Foreign Corrupt Practices Act, the U.S. Export Administration Act or any other applicable laws, rules and regulations.

(g) United States Government use, duplication or disclosure of our software products is subject to applicable restrictions of the following regulations: Commercial Computer-Restricted Rights [FAR 52.227-19(a) - (d)]; Rights in Technical Data and Computer Product [DFARS 252.227-7013(c)(1)(ii)]; the Commercial Computer Product – Restricted Rights [48 CFR 52.227-19 (c)(1) and (c)(2)]; and similar clauses in the NASA FAR Supplement. These restrictions do not apply to our information products or services.

NZ TC v4.1 (01/18)

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