Tahua! Thank you for using our Website and Services.
Our Subscription Service is an online platform
through which you may receive or supply (as applicable) grant application
These Terms set out your legal rights and
obligations, so please take the time to read everything.
All capitalised terms used by us in these
Terms are defined in clause 3 or otherwise throughout the Terms.
Part A of these Terms applies to all End
Users and Part B of these Terms only applies to you if you are using the
Subscription Service as a Grant Organisation.
These Terms were last updated on 19 November
PART A: APPLICABLE TO ALL END USERS
1.1 By accessing
our Website, WebApp and/or the Services (or by accepting a Proposal, if
applicable) you agree to be bound by these Terms. If you do not agree to these Terms,
you must not access or use our Website, WebApp and/or Services. Regardless,
you accept these Terms before accessing our Services.
1.2 Where your
access and use of our Website, WebApp and/or Services is on behalf of another
person or organisation, you confirm that you are authorised to, and do in fact,
agree to these Terms on that person’s or organization’s behalf.
1.3 If you are our
direct competitor, you must not access our Services without our prior written
consent, and even if we grant that consent, you must not do so for the purposes
of monitoring our Service availability, performance or functionality, or for
any other benchmarking or competitive process.
to these Terms
2.1 We may make
changes to these Terms at any time, with such changes, once we post the changed
Terms on our Website. It is your responsibility to check the Terms periodically
for changes. However, if the changes are material, in that they affect your
rights or obligations under these Terms, we will endeavour to give you 30 days
prior notice of such change by way of email or some other means (like at the
time of your next sign-in). Any continued access to our Website, WebApp or
Services constitutes your agreement to those changed Terms.
3.1 In these
Additional Services has the meaning given to it in
Associated Services has the meaning given to it in
Authorised Users means any of your personnel,
contractors or representatives that you have authorised to access our WebApp
and/or Services on your behalf and who you have provided a User ID.
(a) any material, data and/or information relating to a
Grant Transaction; and
(b) any other material, data or information (including
that is provided by an End User to
Tahua or inputted by an End User or Tahua (on behalf of that End User) as part
of the Subscription Service.
End User means any person who is provided with
access to the Subscription Service, and includes Grant Organisations,
Grant Assessors and Grant Applicants (and any of their Authorised Users).
Fees means the monthly Subscription Fee and any
Additional Service fees (as per clause 17.1).
Grant Applicant means an individual or entity
that has applied to a Grant Organisation for a grant through the Subscription
Grant Assessor means an individual or entity
that carries out grant assessment services through the Subscription Service.
Grant Organisation means an entity that has
subscribed for the Subscription Service in its capacity as a grant provider.
Grant Transaction means a transaction between End
Users utilising the Subscription Service, where a Grant Applicant applies for a
grant from a Grant Organisation, a Grant Assessor assesses such application,
and the Grant Organisation accepts or rejects the Grant Applicant’s
Intellectual Property Rights means any intellectual property
rights in existence now or coming into existence in the future anywhere in the
world and includes (but is not limited to) rights in respect of copyright,
trade marks (whether registered or unregistered), inventions, patents, designs
(whether registered or unregistered), confidential information and know how.
Proposal means any written agreement (in any form)
between Tahua and a Grant Organisation for Services (and which sets out,
amongst other matters, the proposed Subscription Fees and/or Additional Service
Fees applicable to that Grant Organisation).
Personal Information means information about an
identifiable individual, or an individual whose identity can be reasonably
ascertained, from that information.
Services means the Subscription Service, Associated
Services and Additional Services that Tahua performs for you.
Subscription Fee means the subscription fee payable
by each Grant Organisation for its subscription to the Subscription Service.
Your Subscription Fees will be:
(a) specified in
your Proposal; or
(b) if you have
not executed a Proposal with Tahua, calculated in accordance with our standard
pricing plan as notified to you,
and will, in most cases, be
calculated on a tiered basis according to the total value of grants that you
intend to award to Grant Applicants in a year from the date your Subscription
Subscription Service means the online grant
application service described in your Proposal (or otherwise in any
demonstration provided to you) and made available to you through our WebApp.
Tahua, we, us and our means Tahua Solutions Limited.
policies made available by Tahua to you or your Authorised Users through our
Website at Legal section or otherwise, and includes the
time to time).
System means any network,
system, software, data or material that underlies or is connected to our
Website, the WebApp and/or the Subscription Service.
ID means each unique name
and/or password allocated to you, or created by you to enable you and your
Authorised Users to access certain parts of the Subscription Service.
WebApp means any online web
application owned and operated by Tahua and through which End Users can access
the Subscription Service and undertake Grant Transactions. The WebApp may be
accessed via https://app.tahua.io and other customised domain names made
available by Tahua.
Website means the Tahua website at www.tahua.io (or such other URL as we may notify).
3.2 In these
3.2.1 include, including and similar
words do not imply any limit; and
3.2.2 where anything
is within our discretion we mean our sole discretion.
4.1 Subject to
compliance by you with these Terms, we grant to you and you accept from us, a
non-exclusive right to access and use our Services during the Term.
4.2 If you wish to
access and use the Subscription Service you must be a registered user of the
Subscription Service. This will require you to complete the registration
process on the WebApp.
4.3 In providing
the Services, we will, subject to your compliance with this agreement and
clause 11, ensure that the Subscription Services supplied to you is consistent
in all material respects to the description in the Proposal.
5.1 You are
responsible for controlling how your access to and use of the Subscription
Service is managed and who can access it. You:
5.1.1 must decide
who’s invited to use the Subscription Service on your behalf (your Authorised
Users) and what kind of access each of your Authorised User’s has. You can change
or stop that access at any time;
5.1.2 must ensure
that only your Authorised Users gain access to a User ID and access the
Subscription Services on your behalf or through your account;
responsible for resolving any disputes with your Authorised Users or any other
person regarding access to your account; and
5.1.4 are solely
responsible for all your Authorised Users’ activity and shall ensure compliance
by your Authorised Users with these Terms.
6.1 In respect of
your (and your Authorised Users’) access to and use of our Website and our
Services you must:
6.1.1 comply (and
will ensure your Authorised Users comply) with these Terms, all applicable
laws, rules and regulations and all instructions, guidelines, procedures and
policies notified by Tahua (including by way of email or posting on our
Website). You acknowledge that while the Subscription Service may include
workflow processes, it is your responsibility to ensure that such processes
fulfil your requirements at law and comply with your internal processes and
6.1.2 to the best of
your reasonable knowledge and belief provide true, current and complete
information in your dealings with us (including when registering on our WebApp
and inputting Content into the Subscription Service), and must promptly update
that information as required so that to the best of your reasonable knowledge
and belief the information remains true, current and complete;
6.1.3 keep all of
your (and your Authorised Users’) access information, including email addresses
and User IDs, secret and secure, and must immediately notify us if you become
aware of any disclosure or unauthorised use of the Subscription Service or any
User ID, by contact us using our Inquiries form;
6.1.4 follow (and
ensure that your Authorised Users follow) the procedures and promptly provide
any requested information, notifications and/or approvals (as applicable)
required by the Subscription Service with the aim of ensuring a prompt and
efficient experience for all End Users of the Subscription Service;
6.1.5 not act in a
way, or use or introduce anything (including any virus, worm, Trojan horse,
timebomb, keystroke logger, spyware or other similar feature) that might
compromise our Website, WebApp, Services or any Underlying System, or otherwise
attempt to damage, disable, overburden, impair or interfere with our Website,
WebApp, Services, the Underlying System or the networks connected to the
6.1.6 not modify,
copy, adapt, reproduce, disassemble, decompile, reverse engineer or extract the
source code of any part of our WebApp or Services;
6.1.7 not post or
upload any Content or other information or material that violates any laws or
infringes on the rights of others, including any person’s rights of privacy or
Intellectual Property Rights;
6.1.8 not repackage,
resell, lease, sublicense or provide our Services (or any Content accessed
through the Subscription Service) in any way not expressly permitted through
our Subscription Service.
6.1.9 unless we
agree otherwise, access our Services through standard web browsers only and not
by any other method. Other methods include scraping, deep-linking, harvesting,
data mining, use of a robot or spider, automation, or any similar data
gathering, extraction or monitoring method; and
6.1.10 obtain our
written permission to establish a link to our Subscription Service. If you wish
to do so, contact us using our Inquiries form.
acknowledge and agree that the Subscription Service simply provides a platform
for Grant Transactions between End Users and Tahua takes no part in and has no
responsibility for, or liability in respect of, any Grant Transaction. As
7.1.1 all Content
made available (and all communications and transactions between End Users)
through our Website, WebApp or the Subscription Service is undertaken by End
Users at their own risk;
7.1.2 Tahua has no
responsibility for, and no liability in respect of, the conduct of or any
representation made by any End User through our Website, WebApp or the
7.1.3 Tahua makes no
warranties or representations in any way whatsoever in respect of any Grant
Transaction performed (or not performed, as the case may be) by an End User;
7.1.4 any dispute
relating to a Grant Transaction shall be a matter for resolution between the
relevant End Users (in accordance with appropriate dispute resolution
Intellectual Property Rights which are owned by either party at the date of
this agreement will at all times remain owned by that party exclusively.
8.2 Other than
your Content, we (and our licensors) own all proprietary and Intellectual
Property Rights in our Website, WebApp, Services (including all information,
data, text, graphics, artwork, photographs, logos, icons, sound recordings,
videos and look and feel) and the Underlying Systems.
8.3 These Terms do
not grant you any right to use Tahua’s trademarks, tradenames or other brand
8.4 If you submit
any feedback or suggestions to us regarding our Services (including when
undertaking a free trial), we may use and share that feedback for any purpose
without any compensation or obligation to you.
acknowledge that we are not responsible for, and have no liability in respect
of, any Content, loss or corruption of Content, or how you or any other End
Users may use any Content.
9.2 You grant to
us non-exclusive licence in respect of all of your Content in order to access,
use and disclose such Content as required to: (i) provide our Services; (ii)
respond to comments and questions and to provide support to End Users; (iii)
understand how you are using our Website, WebApp and our Services so that we
can improve our Website, WebApp and/or our Services and develop new products,
services, features and functionality; (iv) where required by law or where we
believe it is necessary to protect our legal rights or interests (including
disclosures in connection with the acquisition, merger or sale of a business);
and (v) otherwise as required to exercise our rights and comply with our obligations
under these Terms.
9.3 You warrant
and represent to us that:
9.3.1 you have the
right to grant the licences in clause 9.2 in respect of all of your Content,
and inputting, using and disclosing your Content in the manner anticipated by
these Terms and the Subscription Service; and
9.3.2 use of your
Content by us, you or any other End User in connection with our Services will
not breach any laws or the rights (including the Intellectual Property Rights
or privacy) of any person.
acknowledge that (without creating an obligation to do so), Tahua may review
certain Content submitted to the Subscription Service to determine whether it
is illegal or whether it violates these Terms (such as when unlawful content is
reported to us). We reserve the right to remove any Content from the
Subscription Service that we consider is in violation of any law or these
Terms. However, we have no obligation to monitor or review any Content
submitted to the Subscription Service.
9.5 Tahua may
publish links in its Subscription Service to internet websites maintained by
third parties. Tahua does not represent that it has reviewed such third-party
websites and does not endorse any content appearing on them. Any use by you
(and your Authorised Users’) of the websites is entirely at your own risk and
10.1 We may provide
updates to or new versions of the Subscription Service or Underlying Systems
and reserve the right to take down applicable servers hosting the Website,
WebApp, Subscription Service and the Underlying Systems to undertake such
updates or install such new versions.
10.2 You agree to
comply with our instructions in relation to any update, new version or
maintenance and we will not be held liable for any upgrade, update, maintenance
or new version of the Subscription Service or Underlying Systems.
11.1 We will use
our reasonable endeavours to ensure that the Subscription Service is accessible
by you in accordance with these Terms. However, access to the Subscription
Service may be disrupted for any number of reasons (for example, performance of
developments, updates or maintenance, or the occurrence of circumstances
outside of our control). We will not be liable to you for any unavailability
of the Subscription Service.
11.2 We warrant:
11.2.1 to the best of
our knowledge, we are the legal owner or licensor of the Underlying System and
have the right to supply the Services to you;
11.2.2 we have not at
the date of this agreement received any notice of any claim for the
infringement of any third party’s Intellectual Property Rights in respect of
the Services or the Underlying System from anywhere in the world.
11.3 Tahua does not
represent that our Website, WebApp or Services are error-free or will satisfy
your requirements, that the Subscription Service is appropriate or available
for use in all countries or that the content will the laws of all countries.
Nor does Tahua provide any warranties in respect of the accuracy, completeness,
timeliness or supply of information through the Subscription Service. The obligations of Tahua in clause 11.1 and 11.3 is in
lieu of all other warranties in respect of our Website, WebApp and our
Services. To the maximum extent permitted under applicable law, all other warranties,
condition and representations, whether express, implied or verbal, statutory or
otherwise, and whether arising under these Terms or otherwise, are excluded
(including, without limitation, the implied warranties of merchantability,
non-infringement and fitness for a particular purpose).
11.4 We use commercially
available anti-virus software in the provision of the Subscription Service, but
we cannot guarantee that the Subscription Service will be free from viruses,
trojan horses, worms, time bombs, or similar harmful programming routines.
11.5 You agree our
Services are acquired for the purposes of a business, and as such, the
guarantees provided under the New Zealand Consumer Guarantees Act 1993 (and/or
any other applicable consumer legislation in the jurisdiction in which our
Services are being made available) do not apply.
12.1 You indemnify
and hold us, our third party licensors, suppliers (and their directors,
officers and employees), harmless from all claims, liabilities, damages, losses
(including legal fees) and expenses, due to or arising out of any Grant Transaction or your (or any of
your personnel or Authorised Users’) use of our Website, WebApp, Services or
Content, and/or any breach of any term of these Terms by you or any of your
12.2 Under no
circumstances will we or our third party licensors, suppliers or resellers (or
any of their directors, officers or employees) be liable for any loss of
profits, loss of revenue, loss of data (including any Content), breach of security
or privacy arising out of your use of our Website, WebApp or Subscription
Service, loss of anticipated savings; or for any indirect, special or
consequential loss whatsoever.
12.3 To the extent
we do become liable to you in connection with these Terms or our Services, then
all claims by you against us whether in contract, equity, tort (including
negligence), breach of statutory duty or otherwise) or any other theory of
liability are limited in aggregate to NZD100.
13.1 You should
agreeing to these Terms, you also agree to the way we handle your (and your
Policy forms part of these Terms.
13.2 You parties must
comply with all applicable privacy laws (including the New Zealand Privacy Act
Personal Information of any person. You will not (and will ensure your
Authorised Users do not) use our Website, WebApp or our Services in a way that
violates (or may be considered inconsistent with) the privacy, rights or civil
liberties of any person (including in a way that prevents the exercise of
13.3 You and us
agree to preserve confidentiality in each other’s Confidential Information.
Neither you nor us will disclose each other’s Confidential Information unless
we are required to do so by law or, in our case, as necessary to provide our
Services and otherwise comply with our obligations under these Terms.
otherwise required by law, if a party becomes aware of a data breach in
connection with this agreement, that party must:
13.4.1 notify the
other party of the data breach or suspected data breach within 24 hours of when
the aforementioned breach was verified;
reasonably sufficient information to the other party as regards the data breach
or suspected data breach;
reasonable assistance to investigate and comply with any reasonable request to
rectify the data breach or suspected data breach.
14.1 We may
terminate our agreement with you and your access to the Services:
14.1.1 by notice in
writing (including by way of email) to if you (or any of your Authorised Users)
fail to comply with these Terms or we consider it necessary or desirable to do
so to protect our interests or reputation or the interests of any other person.
14.1.2 If you are a
Grant Organisation, at the end of a billing cycle by providing at least 30
days’ prior written notice (including by way of email) to you.
14.2 You may
terminate this agreement with us:
14.2.1 by notice in
writing to us (including by way of email) where we fail to comply with any
material term of these Terms;
14.2.2 if you are a
Grant Applicant or Grant Assessor, at any time by notice in writing (including
by way of email) to us; or
14.2.3 if you are a
Grant Organisation, at any time, by notifying us in writing (including by way
of email) that you wish to terminate. However, your agreement with us will
continue until the end of the monthly or annual subscription period specified
in your Proposal (or otherwise agreed with us).
14.3 We may also
suspend your access to the Subscription Services at any time:
14.3.1 for such time
as is necessary to carry out maintenance we consider to be necessary or
14.3.2 to reduce or
prevent interference with our Website or the Subscription Service; or
14.3.3 if required to
do so as a result of a direction by any Government, law enforcement or other
14.4 Subject to
clause 14.5, upon termination of the agreement between us (for any reason):
14.4.1 you must
immediately cease (and ensure all your Authorised Users immediately cease) to
access or use the Subscription Service and destroy all access codes or
passwords related to the Subscription Service and Confidential Information in
your possession or under your control;
14.4.2 all of your
Content shall be removed from our Website and the Subscription Service and, at
your election, be returned to you or permanently deleted within 30 days;
14.4.3 no refunds
will be provided in respect of any Fees paid by you;
termination will be without prejudice to any prior breaches by either party (or
any of your Authorised Users) of these Terms; and
14.4.5 any provision
of these Terms intended to survive termination shall survive.
14.5 If you are
involved in any active Grant Transaction at the date of termination, we may,
acting reasonably, allow you to continue to use the Subscription Service in
accordance with these Terms until the completion of the relevant Grant
Transaction (or such other period notified by us).
acknowledge that we may, without notice to you, terminate or suspend access to
the Subscription Service by any other End User in accordance with these Terms.
Such termination or suspension may affect your ability to undertake a Grant
Transaction. We will not be liable to you in respect of any such termination
15.1 If we need to
contact you, we may do so by email or by posting a notice on our Website or
through the Subscription Service.
15.2 These Terms,
and any dispute relating to these Terms or our Services, are governed by and
must be interpreted in accordance with the laws of New Zealand. Each party
submits to the non-exclusive jurisdiction of the Courts of New Zealand in
relation to any dispute connected with these Terms or our Services. The
application of the United Nations Convention on Contracts for the International
Sale of Goods is expressly excluded.
15.3 Where any
dispute arises between us, each of us must negotiate in good faith in an
attempt to resolve the dispute amicably before proceeding to any formal dispute
15.4 This agreement
between you and Tahua is personal to you and you will not license, assign,
resell, share, pledge, rent or transfer any of your rights under these Terms or
any part of them without our prior written consent. We may assign our rights
and obligations under these Terms without your consent, and shall notify you of
such change by updating the Terms on our Website.
15.5 Neither party
shall be liable for any delay or failure to fulfil its obligations under these
Terms arising directly or indirectly from any circumstance beyond the
reasonable control of the affected party, provided that the affected party
notifies the other party as soon as practicable of the events and uses its
reasonable endeavours to mitigate the effects of the event.
15.6 For a party to
waive a right under these Terms, the waiver must be in writing.
15.7 If any part or
provision of these Terms is or becomes illegal, unenforceable, or invalid, that
part or provision is deemed to be modified to the extent required to remedy the
illegality, unenforceability or invalidity. If a modification is not possible,
the part or provision must be treated for all purposes as severed from these
Terms. The remainder of these Terms will be binding.
15.8 These Terms
entire agreement between the parties with respect to the use of our Website and
our Services and supersedes all prior or contemporaneous understandings
regarding such subject matter. However, it is noted that, to the extent there
PART B: GRANT ORGANISATION
16.1 We may offer
Grant Organisations a free trial of the Subscription Service. Any free trial
offered by us will commence on the day that we make the trial service available
to you and will end 30 days later.
16.2 At the end of
a trial period, we will disable your access to the Subscription Service (and
will delete your Content), unless you become a registered user of the
Subscription Service on a paid basis. Services provided during any trial
period are supplied on an “as is – where is” basis, and as such any warranties
given by us in these Terms do not apply.
17.1 In addition to
the Subscription Services, we will provide you with our standard initial
configuration and onboarding service (including presentations, demo and initial
training) as specified in your Proposal or otherwise notified by us to you at
the commencement of the Subscription Services (Associated Services) and
the cost of such Associated Services will be included in the Subscription Fee.
However, if you wish to request additional customisation, configuration,
implementation, support and/or training services from Tahua at any time
throughout the Term (Additional Services) and Tahua (in its sole
discretion) agrees to provide such Additional Services, Tahua will provide you
with a quote for the Additional Services you have requested (Additional
Services Fees). If you agree to those Additional Services Fees, we will
provide the Additional Services and the Additional Services Fees will be
payable in addition to the Subscription Fee.
consideration of your use of the Subscription Service and the Associated
Services, you will pay us the Subscription Fee. You will not do anything to try
and circumvent, avoid or minimise the Subscription Fees including by way of
example, accepting and processing a Grant Transaction initiated through our
Subscription Services outside of the Subscription Services.
consideration of the provision of any Additional Services, you will pay us the
Additional Service Fees.
18.3 The Fees are
exclusive of all taxes, levies, or duties imposed by taxing authorities, and
you shall be responsible for payment of all such taxes, levies, or duties,
excluding only taxes based solely on Tahua’s income. If Tahua is required to
pay or collect any federal, state, local, goods and services or value-added tax
on any fees charged under these Terms, then such taxes and/or duties will be
billed to and paid by you immediately upon receipt of Tahua’s invoice and
supporting documentation for the taxes or duties charged.
18.4 We may update
or amend our pricing plan on which our Fees are based from time to time and
will endeavour to provide you with reasonable prior notice
of the new Fees. As with any other changes to our terms, changes to the
pricing plan won’t be applied retrospectively.
19.1 We will
invoice you for your Subscription Fees on a monthly basis (in arrears at the
end of each calendar month), unless specified otherwise in your Proposal. You
first invoice may be for a part month to ensure consistency with our current
19.2 However, if
the aggregate amount of grants awarded by you to Grant Applicants in any
billing period exceeds the maximum grant threshold on which your Subscription
Fees were based for that period, we will adjust the Subscription Fees payable
by you in your next invoice (on a retrospective basis) to reflect the
Subscription Fees that should have been payable by you in that billing period.
19.3 Fees shall be
payable by you (without set-off or deduction, withholding or counterclaim) by
the due date for payment specified in each invoice.
19.4 If you default
in payment of any amount payable under these Terms, we may:
19.4.1 suspend your
access to our Services until such time as you have made payment in full of all
amounts due and owing under these Terms;
interest on the unpaid amount from the due date until the date of actual payment
at 5% per annum, compounded monthly until paid; and
19.4.3 charge you all
costs incurred by us in connection with the recovery of the unpaid amounts,
including the charges from debt recovery services and legal fees.
20.1 You will
maintain full, accurate and up to date records of all Grant Transactions and
your (and your Authorised Users’) access to and use of our Services and provide
us with reasonable access to your records, personnel and Authorised Users and
such other reports or information as its reasonably requested by us to enable
us to confirm your (and your Authorised Users’) compliance with these Terms.