Interpretation

In these API T&Cs,

• Agreement means the agreement between you and Chorus outlining the relationship between you and Chorus, including provisions around privacy, confidentiality, and intellectual property;
• API means application programming interface(s);
• API T&Cs means these API terms and conditions;
• Data means any information or content that is made available by Chorus via an API and includes, where applicable, open access data;
• Non-Production APIs means test or non-production versions of Chorus APIs;
• Portal means the Mulesoft Anypoint Exchange portal;
• Rate Limit means any volume or user limitations imposed on your access to the APIs, the Portal or the Data by Chorus from time to time;
• Versioning Policy means the Chorus document available on the Chorus website that outlines how Chorus will update and maintain APIs; and
• References to you means you as a person or organisation using our API(s) and your has the corresponding meaning.

Applicable Terms

1. These API T&Cs apply to your access to and use of the Chorus APIs via the Chorus API Developer website and the Portal.

2. Your access to and use of the Portal, the APIs and any Data is governed by:
(a.) these API T&Cs;
(b.) the terms and conditions of your Agreement including, without limitation, the provisions covering privacy, confidentiality and intellectual property;
(c.) Chorus’s privacy policy available on the Chorus website; and(d.) Salesforce’s “Acceptable Use and External-Facing Services Policy”, which may be updated from time to time;
(together the API Documentation).
In the event of any conflict between these API T&Cs and your Agreement, the terms of these API T&Cs will take precedence.

3. By accepting these API T&Cs or by using a Chorus API you represent that:
(a.) where you are acting on behalf of an organisation, you are authorised to accept these API T&Cs on behalf of that organisation;
(b.) you agree to, and are bound by, these API T&Cs, and
(c.) if you are an organisation and your employees, agents or contractors are accessing or using the API(s) on your behalf, you must ensure that your employees, agents and sub-contractors are aware of and comply with these API T&Cs. You will be liable for all acts and omissions of any person who accesses the API on your behalf, or who accesses the API using your Portal login or access security credentials.

Access and Security

4. To access and use the APIs you need to apply for and maintain a valid Portal login and valid client access credentials issued by Chorus.

5. You must ensure that:
(a.) all information in your application(s) for access is true, correct, accurate, up-to-date, including any information relating to your likely users or volume usage of the APIs;
(b.) you continue to comply with these API T&Cs throughout the time you use the APIs, the Portal, and any Data;
(c.) any log-in, password or other access credentials selected or generated by you for your access to, or use of the Portal or any APIs are unique, complex, difficult to guess and otherwise comply with good industry practice or Chorus security requirements; and
(d.) you keep your login and client access credentials for the Portal and for each API (whether those credentials were selected or generated by you or issued by Chorus) secure and not share or transfer those login credentials to, or allow them to be used by, any other person.

6. You must notify us at api@chorus.co.nz as soon as you become aware of any breach or potential breach of security or unauthorised use of your login or client access credentials (or unauthorised access to the APIs through your systems).

7. If you cease to hold a valid Portal login or client access credentials (including where the client access credentials are cancelled by Chorus), you must cease to use the APIs.

Use of the APIs

8. You must only use the APIs, the Portal and the Data:
(a.) in accordance with your Rate Limit; and
(b.) for the purpose set out in the usage guidance for an API or otherwise approved or notified to you by Chorus (whether as part of the application process or otherwise).

9. You acknowledge that the Portal, the APIs and access to Data through the API may not always be available or operate without interruption. Chorus makes no guarantees as to the continuous availability of the Portal, the API or the Data or that the APIs or Data will meet your requirements.

Restrictions

10. You must not:
(a.) copy, modify or reverse engineer any API or software made available to you by Chorus;
(b.) do anything that may damage or interfere with the Portal, the APIs, the Data, or other software made available to you by Chorus; or
(c.) access (or seek to access) Data for any purpose other than the purpose agreed with Chorus (if applicable).

11. In using the Portal, APIs or Data you must comply with, and ensure your end users comply with:
(a.) all applicable laws (including all relevant requirements of the Privacy Act 2020), regulation, and third party rights (including without limitation laws regarding the import or export of data). You will not use the APIs to encourage or promote illegal activity or violation of third party rights; and
(b.) all relevant usage guidelines, policies and procedures and reasonable directions relating to your use of the Portal, the APIs and the Data notified by Chorus from time to time (whether through the Portal, api@chorus.co.nz, and business as usual mechanisms under your Agreement or otherwise).

Non-Production APIs

12. Chorus may, from time to time, make Non-Production APIs available through the Portal.

13. Non-production APIs and the pages accessing the Non-Production APIs:
(a.) are provided for development, test, training, or such other non-production purposes specified by Chorus, and your use of the Non-Production APIs is limited to those purposes;
(b.) may contain sample or test Data and cannot be used to perform live tests on Chorus services or order Chorus services (unless otherwise notified by Chorus).

14. Chorus will not necessarily make production versions of APIs or any similar applications available (or make any tools or functionality included in Non-Production APIs available in a production release).

15. Your access to any Non-Production APIs (or any pages from which Non-Production APIs are made available) does not constitute an offer to receive any particular service from Chorus.

Data and Intellectual Property

16. You acknowledge that the Data is provided on an “as is” basis and may include errors and omissions. You should satisfy yourself of the completeness and accuracy of the Data before using it.

17. The Portal, the APIs and any Data (including any intellectual property in those items) remains our property or the property of our third party licensors or end users as applicable.

Warranties and Liability

18. Without prejudice to the terms and conditions in the Agreement:
(a.) we give no warranties (express or implied) about the APIs or the Data or the content on the Portal (or your use of the APIs or Data);
(b.) to the maximum extent permitted by law, we exclude all liability to you or any third party under or in connection with your use of the APIs or the Data or the content on the Portal, regardless of whether the liability arises in contract, tort (including negligence), statute or otherwise.

Withdrawal or Termination of Access

19. Failing to comply with these API T&Cs may result in your access to the APIs and the Portal being restricted or revoked.

20. Chorus may in its sole discretion withdraw, block or terminate your access to the API(s) and the Portal:
(a.) without notice if it detects or reasonably suspects any misuse by you (including any breach of these API T&Cs or the terms of your Agreement); or
(b.) at any time in accordance with any process relevant to the withdrawal or termination of access to the API(s) in our Agreement or, if Chorus reasonably considers that there is no applicable process in the Agreement, on not less than 20 business days’ notice to you through the Portal, api@chorus.co.nz, or through the other business as usual notification mechanisms under your Agreement (unless it is reasonable in the circumstances to withdraw or terminate access earlier).

Modification

21. Chorus may, from time to time:
(a.) alter the Rate Limit applicable to your use of any APIs, the Portal or the Data; and
(b.) replace, update or upgrade the API(s) and or the Data (including the data schema or structure of the Data), and that those changes may require you to make updates to your systems or applications accessing the API(s).

22. Changes to the APIs will be conducted in accordance with the Versioning Policy, which may be updated from time to time as published on the Chorus website. For the avoidance of doubt, a change to an API or the API T&Cs does not constitute a Technology Change for the purposes of the Chorus UFB Services Agreement General Terms.

23. Chorus will notify you of any such changes to your Rate Limit, the Versioning Policy, the API(s) or Data through the Portal, api@chorus.co.nz or through the other business as usual notification mechanisms under your Agreement.

24. We may modify the API T&Cs (for example, to reflect changes to the law or changes to our APIs). We will post notice of modifications to the API T&Cs within the documentation of each applicable API, to the Chorus website, or as usual notification mechanisms under your Agreement. Changes will not apply retrospectively. Your continued use of the API(s) will constitute your acceptance to the updated API T&Cs.

General

25. If any provision of these API T&Cs is held invalid, unenforceable or illegal for any reason, these API T&Cs will remain otherwise in full force apart from such provisions, which will be deemed deleted.

26. These API T&Cs are governed by the laws of New Zealand and you submit to the non-exclusive jurisdiction of the New Zealand Courts.

27. You may not transfer, assign or sub-contract any of your rights or obligations under these API T&Cs without our prior written consent. You remain liable for the performance of your obligations despite any approved sub-contracting, assignment, or transfer.

28. No failure or delay by Chorus to exercise any right or remedy under these API T&Cs will be construed or operate as a waiver of such right or remedy, nor will any single or partial exercise of any right or remedy preclude the further exercise of such right or remedy. No waiver will be effective unless in writing and signed by Chorus.