New Ancillary Service - #001 - #002 of Public Version. From: Kevin Fenwick, Q.C. for the Province of Saskatchewan

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1 PUBLIC VERSION Government of Saskatchewan Approval New Ancillary Service - #001 - #002 of 2015 Public Version From: Kevin Fenwick, Q.C. for the Province of Saskatchewan From: Karen Banks, Registrar of Titles To: Information Services Corporation Approvals Requested by ISC Approve implementation of a Land Registry search application programming interface ( Search API ) tool that will enable third party entities including government bodies, agencies, organizations, businesses in the intermediary registry services downstream market, and others that are each approved individually by the Province and OPRA, to electronically search the Land Registry. Approve access to the Search API by OneMove Technologies Inc. ( OneMove ) for Land Registry searches. Approve ISC s providing, through its Affiliate, OneMove, electronic conveyancing services to customers who require information from the Land Registry in order to submit transactions for land registration. This is a competitive product or service using Registry Data that may compete with third parties in the intermediary registry services downstream market (a Competitive Ancillary Service). Authorities This request is approved by the Deputy Minister of Justice in accordance with: The Operation of Public Registry Statutes Act, s. 4 Master Service Agreement, s and The request is approved by the Registrar of Titles in accordance with: The Operation of Public Registry Statutes Act, s. 8 The Land Titles Act, 2000, s. 6

2 Ancillary Service Requests #001 - #002 of 2015 PUBLIC VERSION Page 2 The governing legislation for each registry provides for the appointment of a registry officer, and then sets out the responsibilities of that person. Legislation specifically recognizes the requirement for independence in the performance of the duties imposed on the registry officer. From The Operations of Public Registry Statutes Act, s. 8: (3) No person shall attempt to direct a registry officer in the performance of any statutory duty imposed on the registry officer by this Act, a public registry statute or any other Act. The independence of registry officials is integral in meeting legislative responsibilities. Registry officers may seek advice and guidance from others in an effort to understand the implications of a decision within the context of the public purpose of the registry. However, as a registry officer, the statutory functions must be carried out in the public interest and without appearance of bias, and in the end, the decision rests solely with the registry officer. Key Assumptions of Approval General: The Key Assumptions 1 define the Province s and Registrar of Titles interpretation of the Request and are foundational to the approval given to ISC. ISC must obtain approval from the Province and Registrar of Titles prior to varying from any of the Key Assumptions. ISC has asserted that the provision of Land Registry Data is not contrary to any applicable laws, registry policies and procedures, privacy obligations or public policy. All references to ISC in the Key Assumptions and Conditions are deemed to include ISC and any subsidiary of ISC. Build and Deployment of the Search API: The Province and the Registry Officer support ISC s build and deployment of the Search API as a service beneficial for the Registry and its 1 All capitalized terms in this document have the meaning set out in the Master Service Agreement with the exception of the terms Key Assumptions and Conditions ; these are the assumptions and conditions of the approval of the Ancillary Service Request.

3 Page 3 customers as the next generation of technology for search access to the Land Registry. In the future, if the Search API becomes a significant means of search access to the Land Registry, the Province may elect to reclassify the service as a core service under section of the Master Service Agreement. ISC as Provider of Service: The Province and the Registrar of Titles would permit only ISC to build and deploy a Search API. This restriction is caused by the fact that the Search API technology is dependent on a direct interface with the Province s Land Registry database, and unlike any other potential provider, ISC is governed by relevant legislation and the Master Service Agreement. Acceptable Use: Approval is for the Search API only. Approval does not include the use of an API: o to populate OLS or other ISC forms; or o to submit forms or applications for the purposes of registration. Approval for the Search API is only for search requests and results that are conducted one at a time. (e.g. a singular title search that returns singular title results, or singular interest search that returns singular interest results). ISC will employ tools to protect against misuse of Land Registry Data, such as bulk data searching, data mining or mass search of Land Registry Data. Acceptable Customers: Approval must be sought from the Registrar of Titles for each proposed new user of the search API.

4 Page 4 Agreements with Customers: ISC must enter into Terms of Use agreements with customers prior to accessing the Land Registry Data. The ISC Terms of Use with its customers may be based on the Terms of Use published on the ISC website. Monitoring and Reporting: ISC will routinely audit customers with access to the Search API. Provision of Land Registry Services: The Land Registry s integrity and public image must be protected through visible and continued independence and neutrality. As the Contractor under the MSA providing services to the Province for the Land Registry, ISC s Registry Services must continue to be seen as neutral and independent. Neutrality of the Province: The Province must not be seen to endorse a particular competitor in the e- conveyancing business. The Province must remain at an appropriate distance from ISC s other commercial investments that are not linked to the public registries. Competitive Ancillary Services: ISC and the Province will continue the process to seek amendment to the Master Service Agreement to include provision for Competitive Ancillary Services. Where ISC or an Affiliate of ISC proposes to provide an ancillary service that competes or may compete with third parties in a downstream market ( Competitive Ancillary Service ), ISC must obtain the written approval of the Province with such approval being subject to conditions prohibiting ISC or an Affiliate from: (i) unreasonably discriminating against any third party relative to itself or an affiliate; or

5 Page 5 (ii) unreasonably preferring itself or its affiliate in respect of compensation for, services standards or service levels in the provision of Registry Data for use in the provision of such Competitive Ancillary Service. OneMove is an Affiliate of ISC and is considered a customer that can be granted a transferable license pursuant to 12.01(b) of the Master Service Agreement. Conditions of Approval General: Approval may be withdrawn or new conditions applied either by the Province or the Registrar of Titles in the event that: o The services provided are found by the Province or the Registrar to be not in compliance with any applicable laws, registry policies and procedures, privacy obligations or public policy; or o ISC does not comply with the conditions set out by the Province and Registrar of Titles. Acceptable Use: ISC will implement technology based restrictions to protect against misuse, specifically: security, single records restrictions, monitoring IP address usage. Pricing for a search using the API must be not less than the maximum price on the fee schedule for that that type of search. Acceptable Customers: Customers must be those whose purpose for seeking access to the API are either: o Public or private sector customers who are conducting a singular search via API for the specific purpose of submitting a registration request for that title; or o Government entities who are fulfilling a government mandate or government purpose, that is, a non-commercial government purpose (e.g. this does not include CMHC searches)

6 Page 6 Agreements with Customers: The Terms of Use must be updated to reflect that the nature of the access to the Land Registry Data via the API is different than set out in the Terms of Use posted on the ISC website. In particular, the section on Public Registries must be strengthened to reflect the acceptable customers and acceptable use conditions noted above, and this section must be approved by the Registrar of Titles. Monitoring and Reporting: ISC must provide the Registrar of Titles with its audit and reporting schedule and provide audit and reporting results to the Registrar. ISC will take action against any customers in violation of those terms of use and advise the Registrar of same. The Registrar will withdraw approval and ISC will remove access to the search API from any customer who has violated the Terms of Use more than once. ISC must provide quarterly reporting on usage to OPRA for any new customers for the first two quarters of access, and semi-annual reporting for all customers thereafter. Provision of Land Registry Services: ISC must maintain a firewall between ISC staff who provide Land Registry services from the products and services of OneMove. ISC staff who: (1) Have delegated authority from the Registrar; or (2) Are Key Registry Personnel within the meaning of the Master Service Agreement; or (3) The managers and directors of (i) or (ii) cannot provide services for or on behalf of OneMove or the econveyance Software Product. ISC must maintain independent customer service with no mingling of ISC and OneMove/ econveyance customer service (for example, Call Centre, customer training) ISC s website, publications or public communications cannot inter-mingle expressions of Registry policy, process, content and forms with OneMove/ econveyance forms, processes or communications. ISC must enter into an agreement with OneMove that OneMove s website and products/services will comply with the conditions imposed on ISC.

7 Page 7 Sharing of Customer Information: ISC cannot share customer and/or client information that is also Land Registry Data or other Registry Data (e.g. TPS flagged name and address information located in common entity). Neutrality of the Province: ISC cannot co-promote or co-brand the Land Registry or any of the public registries or any of its services (for example, OLS) with the services or products of OneMove. The Province must approve any reference to OneMove or its products or services on ISC s website that is not contained in the About ISC section or the Investors section of the ISC website. This includes the requirement for approval on ISC s home page beyond News Releases regarding ISC s acquisition. ISC must enter into an agreement with OneMove that OneMove s website will comply with the conditions imposed on ISC. Approval for the requests for the above-noted services was provided on the 29 th day of June, 2015 by: Kevin Fenwick, Q.C. for the Province Karen Banks, Registrar of Titles