Terms of Use

These Terms of Use (Terms) apply to your use of the KeyFiles website at keyfiles.co.nz, and any related apps, emails and services (together, the Platform).

The Platform is operated by KeyFiles Limited, a company registered in New Zealand (NZBN 9429053765239), of 99B Rocking Horse Road, Southshore, Christchurch 8062 (KeyFiles, we, us, our).

By creating an account, ticking the box to accept these Terms, buying a report, or otherwise using the Platform, you agree to these Terms and to our Privacy Policy, which forms part of these Terms. If you do not agree, do not use the Platform.

If you use the Platform on behalf of a business (for example, a real estate agency or a law firm), you confirm that you are authorised to accept these Terms for that business, and “you” includes that business.

Some parts of these Terms apply only to particular users:

• •Buyers — people researching or purchasing a property, who view and buy reports (sections 6 and 7);
• •Agents — licensed real estate salespeople and agents who create and manage listings (section 8);
• •Lawyers — lawyers and conveyancers given access to reports by a Buyer (section 9).

KeyFiles is an online platform that helps people involved in a New Zealand property transaction store, request, share and pay for due-diligence documents, such as Records of Title, Land Information Memoranda (LIMs), building inspection reports and other property reports (together, Reports).

KeyFiles does not create the Reports. Reports are produced by third parties (Report Providers) — for example, Toitū Te Whenua Land Information New Zealand (LINZ), territorial authorities (councils), building inspectors and other specialists — or are uploaded by Agents or other users. KeyFiles stores and distributes them.

KeyFiles is not:

• •a real estate agent, and is not a party to any sale and purchase of property;
• •a lawyer or conveyancer, and does not give legal advice;
• •a building inspector, surveyor, valuer or engineer;
• •a financial adviser, and does not give financial or investment advice.

Nothing on the Platform is a recommendation to buy or not to buy a property. You should get your own independent legal, technical and financial advice before entering into, or confirming, any agreement to buy property.

You must be at least 18 years old and able to enter into a binding contract to use the Platform.

To use most features you need an account. You must give us accurate, current and complete information (including your name, email address and phone number) and keep it up to date.

If you register as an Agent, you must hold a current licence under the Real Estate Agents Act 2008 (or be acting under the supervision of a licensee) and you must tell us immediately if that changes. If you register or are invited as a Lawyer, you must hold a current practising certificate under the Lawyers and Conveyancers Act 2006. Licensing is regulated by the Real Estate Authority and the New Zealand Law Society under their own rules, not by KeyFiles. We do not check licences or practising certificates, and you are responsible for making sure yours is current.

You are responsible for keeping your login details secure and for all activity on your account. Do not share your account. Access links sent to you by email (including one-time or “magic” links) are personal to you — do not forward them. Tell us straight away at admin@keyfiles.co.nz if you think your account has been accessed without permission.

We may refuse registration, or require additional verification, at our discretion.

You may use the Platform only for its intended purpose — due diligence on, and the marketing or conveyancing of, New Zealand property — and in accordance with these Terms and the law.

You must not:

• (a)copy, resell, republish, scrape, harvest, data-mine or systematically download Reports, listing content or other data from the Platform, except as these Terms expressly allow;
• (b)share a purchased Report, or access to it, with anyone other than as permitted in clause 7.3;
• (c)upload anything that is false, misleading, defamatory, infringes someone else's rights, or that you do not have the right to share;
• (d)upload malware or files designed to harm or gain unauthorised access to any system;
• (e)attempt to alter, tamper with or remove any document fingerprint, signature, watermark or access control;
• (f)try to access any account, listing, document or part of the Platform you are not authorised to access, or probe or test the Platform's security without our written permission;
• (g)use the Platform to send unsolicited commercial electronic messages, or use contact details obtained through the Platform in breach of the Unsolicited Electronic Messages Act 2007 or the Privacy Act 2020;
• (h)interfere with, overload or disrupt the Platform; or
• (i)use the Platform in a way that is misleading or deceptive, or breaches the Fair Trading Act 1986, the Real Estate Agents Act 2008 or any other law.

We may monitor use of the Platform to keep it secure and to enforce these Terms, as described in our Privacy Policy.

Reports are third-party information. Each Report is the work of its Report Provider (or the person who uploaded it). Its content, accuracy and completeness are the responsibility of that provider, and each Report is subject to any scope, limitations, assumptions and conditions stated in it.

Reports are a snapshot. A Report reflects information at the date it was prepared. A Record of Title, for example, reflects the register at the time it was searched. Circumstances may have changed since. The Platform may show the age of a Report and indicate when it is considered out of date, but it is your responsibility to decide whether a Report is current enough for your purposes and whether to obtain an updated one.

LIMs. A LIM contains the information the council holds and is required to disclose at the date the LIM is issued (under section 44A of the Local Government Official Information and Meetings Act 1987). Council records are live: the council, and other local or central government agencies, may change or add information at any time after a LIM is issued. The issue date of each LIM is shown on the Platform, and a LIM can be relied on as a record of the council's information up to that date only. KeyFiles has no control over, and is not responsible for, changes made by councils or government agencies after a LIM is issued. Questions about the content of a LIM should be directed to the council that issued it.

No verification of content. When a document is uploaded, KeyFiles records a cryptographic fingerprint of the file so that later changes to that file can be detected. This shows that the file has not been altered since it was uploaded to KeyFiles. It does not mean that KeyFiles has checked, verified or endorses what the document says, or that the document was genuine when uploaded.

Reliance on Reports. Each Report Provider is responsible for its Report, and any claim about a Report's content is between you and that Report Provider (see clause 16.2). Where a Report Provider's terms are made available on the Platform, those terms apply between you and the Report Provider.

Building inspection reports. Building inspectors who provide reports through the Platform are liable to, and agree that their report may be relied on by, every Buyer who is provided with the report through the Platform — not only the first Buyer — subject to the scope, limitations and conditions stated in the report.

Delivery times. Where a Report must be requested from a Report Provider (for example, a new LIM from a council), we will pass on the request promptly, but delivery times depend on that provider and are outside our control. Any timeframes shown are estimates only.

Free materials (for example, listing summaries, brochures and information uploaded by an Agent) are provided as-is for information only.

Prices for Reports are shown on the Platform before you pay and are in New Zealand dollars. Any GST is shown before you pay. Prices may vary between councils and Report types and may change from time to time; the price that applies to you is the one shown when you complete payment.

Payments are processed by our payment provider, Stripe. By paying you also agree to Stripe's applicable terms. KeyFiles does not receive or store your full card details.

A purchase is complete when payment is confirmed. Access to a purchased Report is then made available through your account.

We will issue a receipt for each payment and, where GST applies, a tax invoice as required by the Goods and Services Tax Act 1985.

How cost sharing works. For certain Report types — currently the Record of Title, LIM and pre-purchase building inspection report (each a Shared Report) — the cost of a single copy of the Report for a property is shared between the Buyers who buy it:

• (a)The first Buyer pays the full listed price.
• (b)When a further Buyer buys the same Shared Report for the same property, every Buyer of that Report (including the earlier Buyers) is moved to the same, lower per-buyer price for the number of Buyers at that time, and each earlier Buyer is automatically refunded the difference between what they have paid and the new per-buyer price.
• (c)The per-buyer price for each number of Buyers is calculated as an equal share of the full price, plus a handling fee of 10% and a payment-processing fee of 2.6% of the full price. These fees are retained by KeyFiles.
• (d)Before each purchase, the Platform shows you the price you will pay for that Report and the refund you could receive if another Buyer later purchases the same Report, so that you can decide whether to buy. The amounts depend on how many Buyers have already purchased the Report.
• (e)Cost sharing applies for up to 8 Buyers. After the 8th Buyer, further Buyers pay the 8th Buyer price and no further refunds are made to earlier Buyers.
• (f)Cost sharing applies separately to each edition of a Report. If an updated Report is obtained (for example, a new LIM replacing an out-of-date one), Buyers of the new edition form a new pool and do not affect, and are not affected by, Buyers of the earlier edition.

Refunds. Refunds under clause 7.1 are made automatically to the original payment method through Stripe. Your bank or card issuer may take several business days to show a refund. If a refund cannot be processed to the original payment method (for example, because the card has been cancelled), contact us and we will arrange an alternative. Cost-sharing refunds are not guaranteed — they happen only if other Buyers choose to buy the same Report. The price you pay is the price you agree to, whether or not any refund follows.

Your licence to use a Report. When you buy a Report you receive a non-exclusive, non-transferable licence to view, download and use it for your own due diligence on that property. You may share it with your own lawyer or conveyancer, lender, insurer, valuer and other professional advisers, and with any co-purchaser, solely for that purpose. You must not otherwise sell, publish or distribute it. Copyright in each Report remains with its owner (for example, the Report Provider or the Crown).

Inviting your lawyer. You can give a Lawyer access to the Reports you have purchased for a property through the Platform. By doing so you authorise us to share those Reports, your name and contact details, and the property details with that Lawyer. You are responsible for entering the correct email address.

Your activity is visible to the listing Agent. If you view a listing, download a document, buy a Report, or use the Platform to contact an Agent, the Agent(s) responsible for that listing will be able to see that activity together with your name and contact details, so that they can follow up with you about the property. More detail is in our Privacy Policy.

Listings. Agents may create listings for properties they are engaged to market and upload documents and information to those listings (Agent Content). Agents may also invite a second agent to co-manage a listing; the inviting Agent is responsible for that person's access.

Agent warranties. Each time you create a listing or upload Agent Content, you confirm that:

• (a)you hold a current agency agreement with the vendor, or are otherwise authorised by the vendor, to market the property;
• (b)you have the vendor's authority to obtain the Reports you request through the Platform and to make them and the Agent Content available to Buyers and their advisers through the Platform;
• (c)the Agent Content is accurate and not misleading, and you will promptly correct or remove anything that becomes inaccurate;
• (d)you have all rights (including copyright and privacy consents) needed to upload the Agent Content; and
• (e)your use of the Platform complies with the Real Estate Agents Act 2008, the Real Estate Agents Act (Professional Conduct and Client Care) Rules 2012, the Fair Trading Act 1986 and the Privacy Act 2020.

Your obligations stay with you. Using KeyFiles does not replace or discharge your obligations as a licensee, including your obligations to disclose known defects and to give customers information required by law. Making a document available on KeyFiles is not, by itself, disclosure of its contents to any particular person.

Ordering Reports. When you order Reports through the Platform, you authorise us to request them from the relevant Report Providers on your behalf and to pay the Report Providers' fees from the amount you pay.

Buyer information. The Platform gives you information about Buyers who engage with your listings. You may use it only to communicate with those Buyers about the relevant property (and, where they have consented, about other properties), in compliance with the Privacy Act 2020 and the Unsolicited Electronic Messages Act 2007. You must not sell it, share it outside your agency, or use it for any other purpose. You are responsible for your own handling of Buyer information once you take it out of the Platform.

Licence to KeyFiles. You grant KeyFiles a non-exclusive, royalty-free licence to host, store, copy, display, process and distribute Agent Content as needed to operate the Platform, including selling access to Reports under these Terms. This licence continues for as long as the Agent Content is held on the Platform and for any period we are required to retain it (see section 11).

A Lawyer may access Reports for a property only when a Buyer has granted that access. Access is limited to that property and to the Reports the Buyer has made available.

Lawyers may use Reports only to advise their client on the relevant transaction, and must handle them in accordance with their professional obligations and the Privacy Act 2020.

KeyFiles does not check the content of Reports for legal sufficiency; the Lawyer remains responsible for their own advice.

You keep ownership of content you upload. You grant us the licence in clause 8.6 (for Agents) or an equivalent licence to use your content as needed to provide the Platform.

We may scan uploaded files for security threats and may reject or quarantine files we reasonably consider unsafe.

We may remove or restrict access to content that we reasonably believe breaches these Terms or the law, or that is the subject of a complaint (including under the Harmful Digital Communications Act 2015). You can report content to admin@keyfiles.co.nz.

To protect the integrity of documents, files uploaded to the Platform are stored in a way that prevents them being altered after upload. Where a document is replaced, the earlier version may be retained.

We keep documents for 10 years from upload, including after a listing is closed, so that people who bought or relied on a Report can access it and so that we can meet our legal obligations. Removing a document from a listing hides it from view but may not delete the underlying file until that period ends.

Requests to access or correct personal information are handled under our Privacy Policy and the Privacy Act 2020.

The Platform, its software, design, text, graphics and the KeyFiles name and logo are owned by or licensed to KeyFiles and are protected by the Copyright Act 1994 and other laws. Except as allowed by these Terms, you must not copy, modify or use them.

Reports and other third-party content remain the property of their owners. Some content (such as title and survey information) may be Crown copyright or provided under licence from LINZ or a council, and is used subject to the terms of that licence.

If you send us feedback or suggestions, we may use them without obligation to you.

We collect, use, store and share personal information as described in our Privacy Policy, in accordance with the Privacy Act 2020. Some of our service providers (including for hosting, document storage, email and payments) store or process information outside New Zealand.

We aim to keep the Platform available and secure, but we do not promise that it will be uninterrupted, error-free or free of harmful components. We may suspend the Platform for maintenance, security or reasons outside our control.

We may change, add or remove features of the Platform from time to time.

If you are a consumer, you have rights under the Consumer Guarantees Act 1993 and the Fair Trading Act 1986 that cannot be excluded. Nothing in these Terms limits those rights.

Business users. If you are acquiring services from us for the purposes of a business (for example, as an Agent or a Lawyer, or a Buyer buying in trade), you agree that:

• (a)the Consumer Guarantees Act 1993 does not apply (section 43 of that Act); and
• (b)to the extent permitted by section 5D of the Fair Trading Act 1986, sections 9, 12A, 13 and 14(1) of that Act do not apply, and it is fair and reasonable for the parties to be bound by this clause.

Subject to section 15, and to the extent permitted by law:

• (a)the Platform and all Reports are provided “as is” and we give no warranty, express or implied, about the content of any Report or Agent Content;
• (b)we are not liable for any loss arising from the content of any Report or Agent Content, any act or omission of a Report Provider, Agent or other user, or your decision to buy or not to buy a property;
• (c)we are not liable for any indirect or consequential loss, loss of profit, loss of opportunity, or loss of a bargain (including loss arising from a property purchase not proceeding or proceeding on different terms), however caused; and
• (d)our total liability to you for all claims relating to the Platform, whether in contract, tort (including negligence), under statute or otherwise, is limited to six times the amount you paid to KeyFiles (net of any refunds) for the Report or service to which the claim relates.

Reports provided by others. Liability for the content of a Report — including its accuracy and completeness — sits with the Report Provider that prepared it, not with KeyFiles. Any claim about the content of a Report should be made against that Report Provider.

Nothing in these Terms limits liability that cannot lawfully be limited, including for fraud or wilful misconduct.

If you are a business user, you indemnify KeyFiles against any loss, cost (including reasonable legal costs) or liability arising from a third-party claim caused by your breach of these Terms, your content, or your breach of any law (including, for Agents, any claim by a vendor or Buyer arising from Agent Content or the absence of vendor authority).

You may close your account at any time by emailing us at admin@keyfiles.co.nz.

We may suspend or close your account, remove a listing, or restrict access to the Platform if we reasonably believe you have breached these Terms, if an Agent's licence or a Lawyer's practising certificate is no longer current, if required by law, or to protect the Platform or other users. Where reasonable we will give you notice and a chance to remedy the issue first.

If your account is closed, clauses that by their nature should continue (including sections 5, 11, 12, 16, 17 and 20, and clauses 7.3, 8.5 and 8.6) continue to apply.

Inactive accounts. If you do not sign in to your account for 7 years, we will automatically close and delete it. Information we are required to keep for longer — such as documents held under section 11 and payment records — is kept for the periods stated in our Privacy Policy.

We may update these Terms from time to time. We will post the updated Terms on the Platform with a new “last updated” date and, for material changes, give registered users at least 14 days' notice by email or on the Platform. If you continue to use the Platform after the changes take effect, you accept them. If you do not agree, you may close your account. Changes will not affect purchases already completed.

Complaints. If you have a complaint, please contact us first at admin@keyfiles.co.nz and we will try to resolve it promptly. Consumers may also have the right to bring a claim in the Disputes Tribunal.

Governing law. These Terms are governed by New Zealand law, and the New Zealand courts have non-exclusive jurisdiction.

Electronic communications. You agree that we may give you notices electronically (by email to your account address or on the Platform), and that these Terms and transactions may be formed electronically, as permitted by Part 4 of the Contract and Commercial Law Act 2017.

Third parties. Except for Report Providers in relation to section 5 and clause 7.3, nobody other than you and KeyFiles has rights under these Terms.

Entire agreement. These Terms, the Privacy Policy and any terms shown at the point of purchase are the entire agreement between you and us about the Platform.

Severability and waiver. If any part of these Terms is unenforceable, the rest continues to apply. A failure to enforce a right is not a waiver of it.

Assignment. You may not transfer your rights under these Terms. We may transfer ours to a successor to our business.

Contact. KeyFiles Limited, 99B Rocking Horse Road, Southshore, Christchurch 8062, admin@keyfiles.co.nz.