OEM / White-label Licence

1. This Schedule

1.1 This is the Schedule for OEM Agreements. It incorporates the Data Terms and the Source Conditions Schedule, which rank as set out in clause 3 of the Data Terms. Clauses 5.3 to 5.7 and 7 of the Redistribution Schedule of the same Version also form part of this Schedule, as clause 6.3 applies them. Words defined in the Data Terms have the same meaning here.

1.2 Signed Order Form only. This Schedule grants nothing on its own. An OEM Agreement is formed only when you and we both sign an Order Form that ticks the OEM option and names this Schedule (Data Terms clauses 2.1, "OEM Agreement", and 4.2). We do not sell OEM Agreements at checkout. Before you sign, you may ask us to negotiate any clause; each change must be written in the Order Form and name the clause it changes (Data Terms clause 3.4).

1.3 An Onward Supply Licence. An OEM Agreement is an Onward Supply Licence (Data Terms clause 2.1). Clauses 7.6, 7.8, 11.10, 16.5, 16.6(d), 19.7, 23.5, 25.4 and 26.3 of the Data Terms apply to you, and this Schedule says how they apply to your products and Customers.

2. What an OEM Agreement covers

2.1 Definitions. In this Schedule: (a) an "OEM Product" is a product, service or data product named in the Order Form through which you Display or supply Data; and (b) a "Customer" is a business to which you sublicense or supply Data, or for which, or under whose brand, you run an OEM Product. Each OEM Product, and each product of a Customer that Displays Data you supplied, is a Licensee Product for the Data Terms, and the people outside you and the Customer who use it are End Users.

2.2 The Licensee. One organisation, named in the Order Form. Related companies are covered only if the Order Form names them.

2.3 OEM rights. For each OEM Product, the Order Form states which of these rights apply. A right that is not ticked is not granted. (a) Without our credit. Display Data without our credit (clause 5.2). (b) White-label. Run the OEM Product for a Customer, or under a Customer's brand. (c) Sublicensing. Sublicense Data to Customers, for their Internal Use or for Display in their own products, within the limits in the Order Form. (d) Data product. Supply Data to Customers as part of a data product of yours — files, a feed or an API — within the limits in the Order Form.

2.4 Limits. The Order Form states the markets, the fields, any limits on volume, and any limits on the number, kind or location of Customers, for each OEM Product. Data outside those limits is not covered.

2.5 Internal Use. You may also use the Data for Internal Use as the Commercial Licence permits. Your Authorised Users are those described in clause 4.1 of the Commercial Licence.

2.6 Changes of scope. A new OEM Product, market or right needs an amendment that meets clause 27.6 of the Data Terms, or our written consent where the Order Form allows it.

3. Fees and term

3.1 From US$2,500 a month. The Fee, the billing period (monthly, quarterly or annually, in advance) and any minimum term are stated in the Order Form. OEM Fees are always periodic; there is no one-off OEM price. There is no checkout price. Fees exclude Taxes (Data Terms clauses 14.6 to 14.9), and clause 14.10(c) of the Data Terms (gross-up for withholding) applies.

3.2 Every OEM Agreement is a Subscription (Data Terms clause 2.1). It renews for the same billing period until cancelled, or until we give notice of non-renewal (Data Terms clauses 14.2, 15.1 and 15.1A). If the Order Form states a minimum term, you cannot cancel with effect before the minimum term ends, our notice of non-renewal cannot take effect before then either, and clauses 15.1 and 15.1A of the Data Terms apply from then on. This does not affect your other rights to end the OEM Agreement, under clauses 7.6, 10.5, 16.4(b), 16.5, 16.10, 22.1(d), 22.3, 26.4, 27.3 and 28.3 of the Data Terms, or your right under clause 3.3 to cancel before a change after the minimum term. If, during a minimum term, we terminate under clause 16.3 or 16.10 of the Data Terms because of your breach, repudiation or misrepresentation, or you end the OEM Agreement other than under one of the rights listed in this clause, the Fees for the rest of the minimum term become due at once, less the costs we save by not having to supply you, and clause 17.2(a) of the Data Terms does not apply to them. The reason: a minimum term is agreed in return for the Fee and for the work of setting up an OEM supply, and those Fees are the value of that bargain to us, not a penalty.

3.3 Fee and terms during a minimum term. During any minimum term stated in the Order Form we will not change the Fee, and no new Version under clause 27.2 of the Data Terms applies to your OEM Agreement unless you agree in writing. Only a step under clause 7.6, a change under clause 27.3 or an administrative change under clause 27.5 of the Data Terms can apply without your agreement, with any exit those clauses give. After the minimum term, or if there is none, we change the Fee only from a renewal date with notice under clause 14.2 of the Data Terms, and a new Version applies only as clause 27.2 of the Data Terms provides; in either case you may cancel before the change takes effect.

4. Delivery, access and service

4.1 Delivery. By API key, bulk files or a copy to a storage location, as the Order Form states.

4.2 Access control. Our keys and signed links stay inside your own systems. Customers and End Users receive Data only through your OEM Products, never with our keys (Data Terms clause 20). You must supply Data to Customers only under your own access controls — keys, signed links or named accounts — so that it stays data supplied to identified persons (Data Terms clause 9.8).

4.3 Service level. Clause 22.1(b) to (f) of the Data Terms applies, unless the Order Form states another service level and names the clauses it changes. Support aims to respond within 2 Business Days.

5. Attribution

5.1 Source notices always stay. Every OEM Product must carry the Attribution Notice, with its Date Line, for each market it shows or supplies, whether it carries your brand or a Customer's: on every screen, in the way the Source Conditions Schedule describes (clause 2.4(b)), and in every export, file, feed and API response, as a source_attribution field or column or an ATTRIBUTION.txt with it. No Order Form can remove or shorten a Source Register's Attribution Notice (Data Terms clauses 3.4 and 8.4). For New Zealand charities data, clause 6.6 applies.

5.2 What "without our credit" means. Only our credit, Fundamentals data: Trading Agent, can be left out, and only for an OEM Product for which the Order Form ticks clause 2.3(a). Each Attribution Notice still names WU Capital Limited as the processor in its second line, and for Japanese Data our condition in Source Conditions Schedule clause 3.4(b), which follows Public Data License 1.0 clause 1.1 and the EDINET terms, requires that statement. An OEM Product therefore cannot hide that we processed the Data.

5.3 Further processing. If you or a Customer process Data further, add your own processing statement naming yourselves where the Source Conditions Schedule requires it (for Japan, clause 3.4(b)). Do not present processed Data as a Source Register's own publication, and do not say that you or a Customer obtained the Data from the Source Registers yourselves.

5.4 No endorsement. Nothing in an OEM Product may suggest that we or any Source Register endorse you, a Customer or the product (Data Terms clauses 6.1(k) and 8.6).

6. Customers and End Users

6.1 Bind them before supply. Before a Customer receives any Data, it must have signed, or accepted by a positive act, an agreement with you that meets clause 6.2. End Users must be bound as clause 5.4 of the Redistribution Schedule requires (clause 6.3).

6.2 Customer terms. Your agreement with each Customer must include, at least: (a) scope: the Customer may use Data only within the OEM Product and scope you grant it, and may not sublicense or supply it to anyone else, except to its own End Users within that scope; (b) attribution: it must keep every Attribution Notice with the Data, on every surface and in every copy (clause 5); (c) source conditions and use limits: the conditions listed in each market's "Passing on" paragraph in the Source Conditions Schedule, the notices those paragraphs require, clauses 6.1(b), (d) to (h), (k), (l) and (n) of the Data Terms (including no competing dataset, no model trained to regenerate Data values, and no scraping), and clause 24.2 of the Data Terms (an AI output that reproduces Data is Data); (d) deletions: it must stop Displaying and supplying each record you list to it by the time in clause 7.1(a), delete it from its copies within 30 days after our listing, and pass listings on to anyone it has supplied; (e) upstream changes: it must comply with a notice you pass on under clause 7.3 by the date the notice states; (f) no liability of WU Capital or the Source Registers: neither WU Capital Limited (nor its directors, employees or contractors) nor any Source Register is liable to the Customer or its End Users, and their claims about the Data lie only against you, except for loss caused by its fraud, intentionally or by its gross negligence, and except to the extent a law that cannot be excluded provides otherwise; (g) personal data: it is a separate controller with its own lawful basis and privacy notice, and gives Personal Data the protection in clause 12.3A of the Data Terms. The agreement, or the privacy notice it links to, must also tell the Customer's contact people that the records you keep about them (clause 7.4) may be given to WU Capital Limited, 17 Beltany Drive, Flat Bush, Auckland 2019, New Zealand, for the purposes in clause 11.10(c) of the Data Terms and for audits, and that they may ask WU Capital for access to and correction of information about them at contact@tradingagentapp.com; (h) sanctions: the representation and duties in clauses 23.1, 23.2 and 23.5 of the Data Terms; (i) records and audit: it keeps records of its use and supply of Data during its agreement and for 24 months after it ends, and you, and we through an independent auditor bound by confidentiality, may audit them as clause 8.2 says; (j) suspension and termination: you may suspend or end its access to Data for breach of (a) to (i), and must do so if we require it under clause 10.1 of this Schedule or clause 7.6 of the Data Terms; and its rights in the Data end when your OEM Agreement ends, as clause 10.3 says; (k) survival: (b) to (i), (l), (m) and (n) survive the end of its agreement for Data it received; (l) liability: the Customer's liability to you and to us for a breach of (a) to (e), (g) or (h) that is deliberate, repeated or affects Data in bulk is not limited or excluded, and its liability for any other breach of them is limited to no less than the greater of three times its fees in the 12 months before the claim and US$25,000; and, to the extent the law governing the agreement allows, it indemnifies you and us against action by a Source Register, regulator or other third party caused by such a breach; (m) enforcement by us: WU Capital and the Source Registers may enforce (a) to (e), (g) to (i), (l) and (n) directly against the Customer, and WU Capital, its directors, employees and contractors, and the Source Registers may rely on (f) directly; and for (f) you accept the Customer's agreement also as agent for WU Capital Limited, its directors, employees and contractors, and each Source Register (Data Terms clause 7.8(c)). Your agreement with the Customer must provide that (f), (l) and this paragraph are governed by New Zealand law, so that subpart 1 of Part 2 of the Contract and Commercial Law Act 2017 lets us, our directors, employees and contractors, and the Source Registers enforce and rely on them directly. Where they are nonetheless not directly enforceable, clause 7.8(c) of the Data Terms applies: you hold the benefit for us (and, for (f), also for our directors, employees and contractors), enforce at your cost at our request and assign your rights to us if we ask; and (n) security: it protects Data with reasonable technical and organisational measures proportionate to the Data, as clause 21.1 of the Data Terms requires of you, and, for French Data, with the measures in Source Conditions Schedule clause 3.1(f).

6.3 Products that Display Data. Clauses 5.3 to 5.7 and 7 of the Redistribution Schedule (End User exports and terms, removed records, New Zealand charities data, upstream changes and market rules) apply to every OEM Product, and every Customer product, that Displays Data to End Users, as if each were a Licensee Product of yours. For a Customer product, the periods in clause 5.5 of that Schedule run as clause 7.1 of this Schedule says. The Order Form may change the export limits in clause 5.3 of that Schedule only by naming it. Your Customer terms must require each Customer to meet those clauses for its own products.

6.4 Liability terms you give. Your agreements with Customers and End Users must exclude and limit liability for the Data at least as fully as the Data Terms do for us, to the extent the law governing them allows. They must not give anyone a warranty, indemnity or remedy about the Data that binds us; any promise you make beyond ours is yours alone. Write them so that they are enforceable: do not try to exclude liability for fraud, intentional harm or gross negligence (Data Terms clause 17.1(a)), and keep the rights consumer law gives.

6.5 Copies of your terms. Give us your current Customer and End User terms before you first supply Data under them, and on request. Tell us within 10 Business Days of a change that affects clause 6.2, 6.3 or 6.4.

6.6 New Zealand charities data. Nothing in this Schedule or an Order Form sublicenses New Zealand Charities Register data or restricts what CC BY 3.0 NZ permits for it (Data Terms clauses 5.1 and 7.4). Clause 6.2 (except (f), (m) so far as it concerns reliance on (f), and (b) so far as it requires that, when the Customer publishes, distributes or otherwise makes that data available to the public, it gives the licence reference, credits the Department as suits the medium (or uses another credit that meets CC BY 3.0 NZ clause 2.1) and notes changes, and removes the credit if the Department asks), and clauses 7.1, 7.2 (except as a notice), 8.2, 10.3 and 10.5, do not apply to it, and clause 6.2(m) gives no one a right to enforce a restriction on it. Your Customer terms must not impose any restriction on that data, and must instead state that the Department of Internal Affairs licenses it under CC BY 3.0 NZ, with the licence address. Customers and End Users take it directly from the Department of Internal Affairs under CC BY 3.0 NZ. Clause 5.6 of the Redistribution Schedule and the "Passing on" paragraph of Source Conditions Schedule clause 3.8 say what you must pass on, and what you must not impose.

7. Deletions and upstream changes

7.1 Deletions down the chain. Clause 11.10 of the Data Terms applies to every OEM Product and every Customer, with these times, which prevail where they differ: (a) stop showing it: a listed record must stop being Displayed and supplied in every OEM Product and every Customer product within 30 days after its listing (or, for a record listed under clause 7.6 of the Data Terms and marked "withdrawn", by the date in our notice) or, for a record marked "delete", within 5 Business Days after the earlier of our email and your first access to the entry; (b) pass it on: you must pass each listing on to every Customer that received the record within 5 Business Days after the listing or, for a "delete" entry, within 2 Business Days after the earlier of our email and your first access to the entry, and require the Customer to stop Displaying and supplying the record by the time in (a) and to delete it from its copies within 30 days after our listing. These periods run from our listing or email and do not add up down a chain of recipients; and (c) clause 5.5 of the Redistribution Schedule applies to End User exports, with its periods running as (a) and (b) say.

7.2 Data products. If you supply Data to Customers as files, a feed or an API, you must give them, with each update and at least weekly, a list of the entries in our Deletions Feed that affect Data they received, with the same marking. Entries marked "delete" go only to identified Customers, never to the public (Data Terms clause 11.2).

7.3 Upstream changes. If we give you notice under clause 7.6 of the Data Terms, within 5 Business Days you must pass it on to every Customer that received the affected Data and to the End Users your export logs show exported it, and by the date in our notice you must apply the same stop, deletion or restriction in every OEM Product.

7.4 Records of recipients. Keep the records clause 11.10(c) of the Data Terms requires: each Customer, its OEM Products, and the markets and dates of Data you supplied to it. Give them to us within 10 Business Days after our request, and at each renewal.

8. Records, self-certification and audit

8.1 Clauses 25.1, 25.2 and 25.4 of the Data Terms apply. Your self-certification must also describe each OEM Product and list your Customers.

8.2 Audit down the chain. Your agreement with each Customer must let you, and us through an independent auditor bound by confidentiality, audit the Customer's compliance for Data you supplied, no more than once in any 12 months (unless a material breach is reasonably suspected, or a previous audit found one), on 30 days' written notice (or 5 Business Days' notice where a material breach is reasonably suspected, or where a Source Register, regulator or data-protection authority has asked for the information) and remotely where practicable. An audit may look at personal information only where that is needed to verify compliance (Data Terms clause 25.4).

8.3 How long. Clauses 25.1 and 25.2 of the Data Terms continue for 24 months after an OEM Agreement ends, and the period in clause 25.4 of the Data Terms is 24 months after the OEM Agreement ends. This extends clauses 16.9 and 25.4 of the Data Terms. Customer records are kept for the same period (clause 6.2(i)).

9. Sanctions and export

9.1 Clause 23 of the Data Terms applies, including 23.5. In particular, you must: (a) screen each Customer, and its owners of 50% or more, against the lists in clause 23.1(a) of the Data Terms before you first supply it and whenever you renew or extend its agreement; (b) block access to every OEM Product from the countries and regions in clause 23.1(b) of the Data Terms; (c) not supply Data in a way that would cause us or our service providers to breach the sanctions laws in clause 23.1 — a feed, subscription or other supply that includes future updates is not within the United States exemption for informational materials (31 CFR 560.210(c)(2)); and (d) tell us within 2 Business Days if you find that a Customer is described in clause 23.1, and stop supplying it at once.

9.2 We may suspend supply at once (Data Terms clause 16.2(d)) and terminate under clause 23.3 of the Data Terms.

9.3 The Data is published information. You are responsible for any export or import rules that apply to your own supply (Data Terms clause 23.4).

10. Suspension, termination and survival

10.1 Suspension. Clause 16.2 of the Data Terms applies, including its sentence on Onward Supply Licences: a suspension may also require you to stop Displaying and supplying the affected Data in your OEM Products, and to have your Customers do the same, until we lift it. If we reasonably believe that a Customer has committed a breach of a kind listed in clause 16.3(d) of the Data Terms, or a Source Register or public body requires it, we may require you to suspend that Customer's access to Data, and you must do so within 5 Business Days, or at once where the requirement says so.

10.2 Termination. Clauses 16.3, 16.4 and 16.10 of the Data Terms apply. If you do not stop a Customer's breach of a term clause 6.2 requires within 5 Business Days after you learn of it or after our notice, that is your breach of clause 7.8 of the Data Terms.

10.3 When it ends. Clause 16.6 of the Data Terms applies. Within 30 days, or within the shorter time clause 16.6(d) of the Data Terms sets where we end the OEM Agreement for a Serious Breach, repudiation, misrepresentation or sanctions, or a Source Register or public body requires it, you must stop Displaying and supplying Data in every OEM Product, and every sublicence you granted ends. Each Customer must stop using the Data and delete it within the same period, except what clause 16.6(c) of the Data Terms would let a licensee keep. You must give us the certificate in clause 16.7 of the Data Terms, covering your Customers. For 12 months after the end, clauses 7.1(b) and 7.3 of this Schedule and clauses 5.5(b) and 5.7 of the Redistribution Schedule continue for Data you supplied, and we will continue to email you notice of "delete" listings that affect it. After those 12 months, clause 11.10 of the Data Terms no longer requires you to pass on listings for this OEM Agreement, and clauses 7.1 and 7.3 of this Schedule end for it.

10.4 Survival. Clause 16.9 of the Data Terms applies, and clauses 3.2 (for Fees that become due), 7.4, 8, 10.3 and 11 of this Schedule also survive the end of an OEM Agreement, with clause 7 continuing as clause 10.3 says.

10.5 If we discontinue. If we discontinue a market, or Trading Agent Data, or our access to a market's material ends after an Upstream Change, clause 16.5 (or 7.6) of the Data Terms applies: Data already delivered may continue to be Displayed in OEM Products and Customer products for no more than 12 months after the discontinuance or our notice, and clause 10.3 then applies to that Data as if the OEM Agreement had ended, except that you (but not your Customers) may keep it for Internal Use under clause 16.5 of the Data Terms.

11. Liability, indemnity and insurance

11.1 Liability. Clause 17 of the Data Terms applies. In short: neither party's liability for fraud, or for loss caused intentionally or by gross negligence, by it or its officers or employees is limited (17.1); money claims are brought against the other party, not its directors, officers or employees personally (17.8); neither is liable for the losses listed in 17.2; our total liability is limited to the Fees paid and payable in the 12 months before the event giving rise to the first claim (17.3(a)); your liability for deliberate, repeated or bulk supply beyond the OEM Agreement and for the other breaches in 17.4(a) is not limited; your liability for other breaches of the clauses listed in 17.3(d), including this Schedule's clauses on access control, Customer and End User terms, suspension of Customers, deletions and records, is limited as 17.3(d) states; and 17.2 does not exclude our claim for the fees we would have charged for use beyond the OEM Agreement. Clause 17.7 explains why.

11.2 Indemnity and Customers. Clause 18.1 of the Data Terms applies. It covers claims by Customers and End Users (18.1(d)); claims by anyone you did not bind to the no-liability term in clause 6.2(f), or to whom you gave a promise about the Data beyond ours (18.1(f)); sanctions (18.1(g)); failures to apply an upstream-change notice or deletions down the chain (18.1(h)); and action by a Source Register or public body caused by your breach, including a failure to bind a Customer as clause 6.2 requires or to act on its breach (18.1(c)). You are responsible to us for each Customer's acts and omissions in relation to the Data as if they were your own, and clause 18.1 of the Data Terms applies to them; for Customers this replaces clause 7.8(e) of the Data Terms. The indemnity is reduced only as the last sentence of clause 18.1 of the Data Terms says.

11.3 Insurance. If the Order Form states an insurance requirement, you must hold that insurance during the OEM Agreement and for 12 months after it, and show evidence of it on request.

11.4 Resupply in trade. You acquire an OEM Agreement to resupply Data in trade, so for it you are not a consumer under section 2 of the Consumer Guarantees Act 1993 or section 2 of the Fair Trading Act 1986 (Data Terms clause 19.7). If that is wrong, clause 19.2 of the Data Terms applies where its conditions are met. Clause 19.3 of the Data Terms applies as it states.

12. Changes, law and notices

12.1 Changes. Clauses 27.2 (as limited by clause 3.3 of this Schedule), 27.3 and 27.5 of the Data Terms, and clause 2.6 of this Schedule, apply. Any other amendment needs a document both parties sign that names each clause it changes (Data Terms clause 27.6).

12.2 Law. An OEM Agreement is governed by New Zealand law, and disputes are resolved under clause 30 of the Data Terms. No Order Form changes clause 30.1 of the Data Terms for an OEM Agreement (Data Terms clause 3.4). Your agreements with Customers and End Users may be governed by another law, subject to clause 6.2(m).

12.3 Notices. Notices to us go to contact@tradingagentapp.com, our only notices address. A notice sent there, including a notice of breach, termination or a claim, is effective; you may also send a copy by courier or post to our registered office (Data Terms clause 29.1).