Released
Data Sharing Agreement
under
Between
the
Official
Ministry of Education, Te Tahuhu o te Matauranga
Information
And
GRAVITY INTERNET LIMITED
Act
1982
For the Purpose of
Matching student address information against Gravity customer data to support the
connection of student’s to home internet access (COVID 19 response)
Signatories
Released
Signed for and on behalf of Ministry of Education / Te Tahuhu o te Matauranga
under
………………………………..
Date: ……./……./…….
Stuart Wakefield
Chief Digital Officer
the
Official
Signed for and on behalf of Org
Information
………………………………..
Date: 5/8/2020
Tim Johnson
CEO
Act
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Parties
Released
The Ministry of Education (the Ministry)
AND
Gravity Internet Limited, NZBN 9429042489085 (Org)
under
Background
1. In the event that schools will need to close, or school students need to be educated at home due
to the COVID 19 virus, there is a need to ensure students will have access to internet at home for
online learning.
the
2. The RSP’s require student addresses to identify the customer addresses where service needs to
be enabled or a new connection is required and a likely timeframe for providing the service.
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Purpose
3. The purpose of this Agreement is to:
3.1. acknowledge the statutory context in which the information sharing will occur;
3.2. record the Parties agreement of their understanding of what information will be shared, the
justifications for the information sharing, and how that information will be used by the
Information
Parties.
4. The purpose of the information sharing under this Agreement is to:
4.1. Enable RSP’s to identify customer addresses where a suitable internet access needs to be
enabled or provided to support a student’s learning from home, and a likely timeframe for
the provision of the service.
5. This Agreement is not an Approved Information Sharing Agreement under Part 9A of the Privacy
Act
Act 1993 and does not authorise any breach of the Information Privacy Principles in that Act.
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Effect of this Agreement
6. This Agreement confirms the relationship between the Parties based on a spirit of goodwill and
cooperation.
7. Any schedules attached to this Agreement are regarded as part of the Agreement.
Term of this Agreement
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8. This Agreement commences on the date it is signed by both Parties and continues in effect until
terminated in accordance with clause 2.
Variations to this Agreement
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9. This Agreement may only be varied with the agreement of both Parties, and any such variation
shall be set out in writing and signed by both Parties.
Termination of this Agreement
10. This Agreement may be terminated:
12.1 at any time by agreement in writing of both Parties; or
12.2 by either Party on 20 days’ written notice to the other Party.
under
11. Termination of this Agreement does not affect any accrued rights, obligations or liabilities of
either Party.
Costs
the
12. Each Party will bear their own costs in relation to this Agreement.
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General Administration
13. Any notice to be given under this Agreement must be in writing and delivered by hand, registered
mail or email to Org or the Licensee (as the case may be) at the respective address or number
specified in Part 1 of Schedule 1 of this Agreement or most recently notified by the recipient to
the sender. Receipt will be deemed upon delivery by hand or email or 3 Business Days after
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posting (whichever is applicable).
14. If any provision contained in this Agreement is held to be illegal, invalid or unenforceable it will
be severable, will be deemed to be deleted from this Agreement and will not affect the validity
or enforceability of the other provisions of this Agreement.
15. This Agreement is governed by the laws of New Zealand and the Parties agree to submit to the
non-exclusive jurisdiction of the courts of New Zealand.
16. The Agreement contains the entire agreement of the Parties with respect to its subject matter
and supersedes all prior understandings or agreements between any of the Parties in respect of
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that subject matter.
17. This Agreement may be executed in any number of counterparts, each of which will be deemed
an original and all of which taken together will constitute a single instrument. Any party may
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enter this Agreement by executing such a counterpart. Copies of an executed Agreement
transmitted by email or facsimile will be sufficient evidence that an original of the Agreement has
been executed.
Legal Authority and Application of the Privacy Act 1993
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18. The Parties will comply with all New Zealand laws including, without limitation, the Privacy Act
1993 (Privacy Act).
19. Org acknowledges the Ministry is relying on the following Privacy Principles in sharing information
(in particular student addresses) with Org in relation to the purpose as set out in clause 3:
19.1. Privacy Principle 10(f)(i) which provides that the Ministry can use information for another
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purpose than that for which it was collected if it believes on reasonable grounds that the
information will be used in a form in which the individual concerned is not identified; and
19.2. Privacy Principle 11(h)(i) which provides that the Ministry can disclose the information if it
believes on reasonable grounds that the information is to be used in in a form in which the
individual is not identified.
20. The Parties do not consider that the information matching provisions under Part 10 of the Privacy
under
Act apply to the data matching exercise to be undertaken under this Agreement.
Information to be shared and matched
21. The information to be shared under this Agreement is as follows:
the
Ministry Information
Org Information
Student home addresses, as supplied in
Product consumed on the Org network at an
Official
their school’s roll return
address level.
Identifying any service which could be
For valid street addresses, the latitude
provided and the likely timeframe for
and longitude of the address in the
WGS84 EPSG: 4326 coordinate system
providing the service.
Information
Profile Number of the school submitting
the student’s roll return
One row per student
[Note: No student names will be provided to
Org by the Ministry.]
22. The Ministry will:
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22.1. Provide the student address data set as described in the table above – Ministry Information
23. Org will:
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23.1. match the data described above and analyse whether an Org product is consumed at the
address provided by the Ministry (Data Matching Exercise); and
23.2. Where no service is available, provide a report to the Ministry identifying whether a service
could be provided, and the likely timeframe for providing the service.
Use of the Information
24. Each party must at all times:
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24.1. keep confidential all of the Confidential Information of each other party that it holds and
not use or allow to be used or reproduce any such Confidential Information other than for
the purposes of this Agreement;
24.2. only disclose Confidential Information of another party to its employees, agents,
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consultants or contractors who need to know the Confidential Information for the
purposes of or as contemplated by this Agreement or to enforce any rights under this
Agreement;
24.3. not disclose any Confidential Information of another party to any third party; and
24.4. ensure that its employees, agents, consultants, and contractors are aware of and are
under
bound by the duty of confidence that is owed by that party to each other party.
25. If a party becomes aware of any disclosure or distribution of Confidential Information in breach
of this Agreement, that party will promptly notify the others (or, in the case of Licensee, Licensee
shall notify Org), and the relevant parties shall provide all reasonable assistance in connection
the
with any proceedings which may be brought in respect of such disclosure or distribution.
26. Nothing in clause 6 prohibits a party from disclosing information to the extent required by any
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statute, regulation, court order or the regulations of any stock exchange on which the shares of
the relevant party are listed or quoted, provided that if a party is required to disclose any
information covered by this clause, that party will:
26.1. immediately notify the other party in writing so that it may seek a protective order or other
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remedy;
26.2. only disclose the Confidential Information to the extent legally required; and
26.3. use its reasonably endeavours to obtain undertakings that confidential treatment will be
accorded to the Confidential Information by the person to whom it is disclosed.
27. For the purposes of this Agreement, Confidential Information means (in any form, whether
written, electronic or otherwise):
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27.1. in relation to Org, the Org Information;
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27.2. in relation to the Ministry, the Ministry Information;
27.3. the terms of this Agreement;
27.4. the finances, strategies, management or business operations of a party or its suppliers or
customers;
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27.5. any information which is treated as confidential by the party which owns the information;
or
27.6. any information of a party which might reasonably be expected by that party to be
confidential in nature;
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but does not include any information which:
27.7. at the time of disclosure is generally available to, and known by, the public (other than as
a result of a disclosure by a recipient);
27.8. is or becomes available to, and is legally and properly obtained by, the recipient from a
source other than the disclosing party; or
27.9. is independently acquired or developed by the recipient without violating any of its
under
obligations under this Agreement.
Method and Frequency of Information Exchange
the
28. The information to be shared under this Agreement may include personally identifiable
information (student addresses).
29. All information shared under this Agreement will be supplied by way of secure Iron Key or
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password protected spreadsheet. Any password required to access the information will be
provided by the Ministry separately.
30. The expectation is that information to be shared under this Agreement will be exchanged on a
one-off basis, covering the entire customer base of the RSP. However to enable the Ministry to
seek status information at different points in time as the COVID 19 response activity requires
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there may be a need for additional data matching to take place.
31. Where additional address information is required to support the Data Matching Exercise by Org,
or the understanding of results of the Data Matching Exercise by the Ministry, additional address
information may be sought by either Party so long as the information sought, and the use of that
address information, is consistent with this Agreement.
32. Requests for additional address information should be made in writing and to the relevant
Relationship Manager.
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Security of the Information
33. The Parties will ensure that:
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33.1. All information shared under this Agreement is protected from unauthorised access, use
and disclosure
33.2. All information shared under this Agreement is stored on the Parties own securely
managed computer systems with password and firewall protection with access allowed
only to employees doing work directly related to this Agreement
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33.3. All Ministry and Org employees or contractors dealing with the information exchanged
under this Agreement are aware of their responsibilities and the strict limitations on use
and disclosure of any information subject to this Agreement
33.4. Where information shared under this Agreement is kept or stored in any form that might
be easily portable (e.g. printed material, laptop, portable digital assistant, DVD, CD,
Released memory card, or USB portable device) appropriate safeguards will be in place to guard
against any unauthorised access, use or disclosure of the information. If the information
is kept or stored on such a device for the purpose of transfer of source or comparison
information, it will be permanently disposed of once the transfer has been complete.
Breaches of Security or Confidentiality
under
34. The Parties must immediately notify the other Party of any actual or suspected unauthorised
access, use or disclosure of any information exchanged under this Agreement.
35. The Parties must also investigate any actual or suspected unauthorised access, use or disclosure
of any information exchanged under this Agreement.
the
36. If either Party has reasonable cause to believe that a breach of any other security provision in the
Agreement has occurred or may occur, that Party may undertake such investigations as it deems
necessary.
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37. Where an investigation is commenced under this clause, the other Party will provide the
investigating Party with reasonable assistance, and the investigating Party will keep the other
Party informed on the progress and outcome of that investigation.
38. If there has been a security breach, either Party may suspend the exchange of information under
this Agreement by notice in writing to give the other Party time to remedy the breach.
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Destruction and Retention of Information
39. The Parties agree that information provided under this Agreement is subject to the Public Records
Act 2005.
40. The Parties agree that all student addresses provided to Org under this Agreement will be
securely disposed of once the matching and analysis process is completed.
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Disputes Resolution
41. If a party believes there is a dispute, that party will promptly notify the other party in writing,
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giving details of the dispute. If the dispute isn’t resolved by senior representatives within 20
Working Days of notice, either party will be entitled to promptly submit the dispute to arbitration
by a sole arbitrator (being a New Zealand resident) under the Arbitration Act 1996 and the
following provisions will apply:
41.1. The arbitrator must be appointed by agreement between the parties provided that, if the
parties cannot agree on an arbitrator within five Working Days of the referral being made,
then the arbitrator will, at the written request of either party, be appointed by the
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president for the time being of the New Zealand Law Society (or his/her nominee) or its
successor body. The party making such a request must copy it to the other party.
41.2. The arbitration will take place in Auckland or Wellington (at the arbitrator's discretion).
41.3. The arbitrator must adopt a procedure which, in the arbitrator's opinion, is the most simple
and expeditious procedure practicable in the circumstances.
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41.4. The arbitrator may determine the dispute without a hearing unless either party gives
notice requiring one, in which case the arbitrator must treat that as a material
consideration in assessing costs.
41.5. Schedule 2 to the Arbitration Act 1996 will apply.
41.6. The costs of the arbitrator will be borne equally by the parties unless the arbitrator
determines otherwise.
under
41.7. The parties must co-operate to ensure the expeditious conduct of the arbitration. In
particular, each party must comply with any reasonable time limits sought by the other for
settling the terms of reference, interlocutory matters and all other steps preliminary and
incidental to the hearing and determination of the dispute.
41.8. The Parties must use all reasonable endeavours to co-operate with the arbitrator so that a
the
final decision can be provided within 40 Working Days from the arbitrator being appointed.
42. For the purposes of clause 41, Working Day means any day except Saturday, Sunday, a public
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holiday in New Zealand, an Anniversary day in Auckland or Wellington or any day in the period
commencing on 24 December in any year and ending on 5 January the following year.
43. Pending resolution of a dispute, each party will make all reasonable efforts to resolve the dispute
promptly and in a way that minimises any impact on the performance of their respective
obligations under the Agreement. Nothing in this clause will prevent either party from seeking
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urgent interlocutory or injunctive relief from the Court.
44. The obligations in this Agreement concerning use, security and disposal of information shall
remain in force notwithstanding any suspension or termination of this Agreement.
Third Party Contracting
45. Any third party contracted to carry out any work in relation to this Agreement that may involve
access to, or use information received under this Agreement, must be subject to confidentiality
and compliance with laws obligations substantially similar to those set out in this Agreement,
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which will be reflected in any associated Contract for Services with the third party.
External Communications
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46. The Parties are responsible for complying with their respective obligations under the Privacy Act
and the Official Information Act 1982 (Official Information Act).
47. In the event that either Party receives a complaint or request under the Privacy Act or Official
Information Act in relation to information exchanged, accessed, used or disclosed under this
Agreement, the Party which receives the complaint or request will consult with the other Party
on the proposed response prior to making a decision on the complaint or request.
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48. In the event that either Party receives a request from the media in relation to this Agreement or
any information exchanged, accessed, used or disclosed under this Agreement, the Party will
advise the other Party of the media request, and any proposed response to the media.
Relationship
Released Management and Oversight
49. To facilitate and support the relationship between the Parties to this Agreement, and to provide
operational oversight of the information sharing activity, each Party will nominate a Relationship
Manager.
50. The Relationship Manager will have oversight of the operation of this Agreement, and be the first
point of contact for each Party with regards to the operation of this Agreement.
51. Schedule One records the Relationship Managers and Technical Contacts for each Party.
under
Schedule One – Relationship M
the anagers and Technical Contacts
Ministry of Education
Official
Relationship Manager
Ann Bentley
Project Manager - Equitable Digital Access for Students (EDA)
Technical Contact(s)
Information
1. Mehrdad Fatemi
Architect - ICT Strategy and Planning
Org
Relationship Manager
Tim Johnson
CEO
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Technical Contact(s)
Toby Cunliffe-Steel
Operations Manager
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