TERMS OF USE

INTRODUCTION

Welcome to 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 services. 

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 17 August 2020.

PART A:  APPLICABLE TO ALL END USERS

1               Acceptance of Terms

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.

2               Changes 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 a change is material we will endeavour to notify you 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 following the posting of any changes constitutes your agreement to those changed Terms.

3               Definitions and interpretation

3.1           In these Terms:

Additional Services has the meaning given to it in clause 17.1.

Associated Services has the meaning given to it in clause 17.1.

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.

Content means:

(a)     any material, data and/or information relating to a Grant Transaction; and

(b)     any other material, data or information (including personal information),

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 Service.

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 application.

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 Service begins.

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.

Terms means these Terms of Use together with your Proposal (if any) and any applicable Tahua policies made available by Tahua to you or your Authorised Users through our Website at Legal section or otherwise, and includes the Tahua Privacy Policy on our Website (as amended from time to time).

Underlying System means any network, system, software, data or material that underlies or is connected to our Website, the WebApp and/or the Subscription Service.

User 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 Terms:

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               Services

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.

5               Authorised Users

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;

5.1.3       are 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               Your obligations

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 constitutional documents;

6.1.2       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 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 subscription Service;

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.

7               Grant Transactions

7.1           You 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 such:  

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 Subscription Service;

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 procedures).

8               Intellectual Property Rights

8.1           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.

8.2           These Terms do not grant you any right to use Tahua’s trademarks, tradenames or other brand elements.

8.3           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.

9               Content

9.1           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.

9.4           You 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 is subject to the terms of use and privacy policies located on such websites.

10             Updates

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             Warranty and disclaimers

11.1         We will endeavour 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 and we will not be liable to you for any unavailability of the Subscription Service.

11.2         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 obligation of Tahua in clause 11.1 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).

11.3         We cannot guarantee that the Subscription Service will be free from viruses, trojan horses, worms, time bombs, or similar harmful programming routines.

11.4         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             Liability and indemnity

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 Authorised Users.

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             Privacy and confidentiality

13.1         You should ensure that you read our privacy policy (available on our Website).  By agreeing to these Terms, you also agree to the way we handle your (and your Authorised Users’) Personal Information under our privacy policy.  Our privacy policy forms part of these Terms.

13.2         You must comply with all applicable privacy laws (including the New Zealand Privacy Act 1993) and our privacy policy in connection with your collection and use of any 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 them).

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.

14             Suspension and Termination

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; or

14.1.3    by providing at least 90 days’ written notice (including by way of email) to you, in which case if you are Grant Organisation.

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 desirable;

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 authority.

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;

14.4.3    no refunds will be provided in respect of any Fees paid by you;

14.4.4    any termination will be without prejudice to any prior breaches by you (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).

14.6         You 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 or suspension.

15             General

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 resolution process. 

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 us 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 on you.

15.8         These Terms (including, for clarity, our privacy policy) constitute the 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. 

PART B:  GRANT ORGANISATION SPECIFIC TERMS

16             Trial

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             Associated Services

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, you agree to pay us the cost of providing such Services (on a time and materials basis, as notified by us at the relevant time) (Additional Services Fees).

18             Fees

18.1         In 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.

18.2         In 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 notice of the new Fees.   As with any other changes to our terms, changes to the pricing plan won’t be applied retrospectively.

19             Payment

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 billing systems.

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;

19.4.2    charge 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             Records

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 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.