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Welcome to Piwakawaka. These Terms of Use contain our obligations to each other. Please read them carefully – they apply to any use of Piwakawaka. If you don’t agree to these Terms of Use, you must stop using Piwakawaka. If you do use Piwakawaka you are agreeing to these Terms of Use.

1. Interpretation

1.1 Definitions. In this Agreement:

“Affiliate” means an entity controlled by a party, which controls a party or is under common control with a party. As used in this definition “control” and its variants means ownership of more than 50% of the voting equity of an entity.

“Agreement” means the contract between you and us as set out in these Terms of Use.

“AI Guidance” means any of the prompt details, drafting guidance, issue summaries, example amendments and/or dummy completed agreements we have developed and provide to the AI in connection with the Platform, including to assist it to more effectively provide Customer Drafting. AI Guidance does not include the specific prompts input to Piwakawaka via the Platform, which are your Customer Data.

“Commencement Date” means the earlier of: (i) the date you first use the Platform; or (ii) you explicitly accept this Agreement.

“Confidential Information” means all information (whether that information is oral, written or embodied in any other physical or electronic form) which is obtained directly or indirectly from another party under or in connection with this Agreement, and which is marked or stated to be confidential or which by its nature is reasonably intended to be confidential.

“Customer Data” means data you input to the Platform and any other information you provide to us in connection with the Services. Customer Data includes the Customer Drafting but excludes the AI Guidance.

“Customer Drafting” means the amendments to a Template that you generate by interacting with the AI via our Platform, including both your instructions to the AI, the responses provided by the AI and the amendments drafted by the AI.

“Document” means any document created through the use of the Platform. A Document is comprised of a Template and Customer Drafting.

“End Users” means any of your personnel or other end users who directly or indirectly: (i) access or use any Platform provided to you under this Agreement; and (ii) access or use any of your services and/or products that incorporate or are based on our Platform.

“Fees” means the charges payable by you as set out on our website or otherwise agreed with you.

“Intellectual Property” means any and all intellectual and industrial property rights throughout the world including rights in respect of, or in connection with: copyright (including future copyright and rights in the nature of, or analogous to, copyright); trade marks; inventions (including patents); any confidential information; service marks; designs; and whether or not existing now and whether or not registered or registrable and includes any right to apply for the registration of any of them.

“Our Brand” means any logos, designs, trade marks, service marks or trade names of ours, whether registered or unregistered, and includes all Intellectual Property in such brand, including PIWAKAWAKA and WINSLADE LEGAL.

“Overdue Interest Rate” means the standard published business overdraft rate of the Bank of New Zealand from time to time.

“Platform” means the Piwakakawaka application, provided to you as a service at the Site.

“Sales Tax” means goods and services tax, value added tax or equivalent tax payable under any applicable law, including New Zealand and Australian Goods and Services Tax.

“Services” means making the Platform available to you via the Site, together with any Support Services that we may provide to you from time to time.

“Site” means the website operated by us at piwakawaka.app or such replacement url as nominated by us from time to time.

“Support Services” means providing you reasonable support in respect of the Platform.

“Template” means a legal document template that we make available for you to adapt and use via the Platform.

“Term” means the period from the Commencement Date until the expiry of this Agreement pursuant to clause 2.1.

“we”, “us” or “our” means Winslade Legal Limited, a New Zealand company (NZBN: 9429052289613).

“Year” means a 12 month period starting from the Commencement Date or any anniversary of that date.

“you” means the customer accessing the Platform under this Agreement.

1.2 Interpretation. In this Agreement, unless the context requires otherwise:

  1. clause and other headings are for ease of reference only and do not affect the interpretation of this Agreement;
  2. words importing the singular include the plural and vice versa;
  3. a reference to: (i) a party includes that party’s permitted assigns; (ii) $ or dollars is a reference to New Zealand currency; and (iii) person includes a body corporate, unincorporated association or a partnership;
  4. including and similar words do not imply any limitation;
  5. a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them; and
  6. any rule of law or legal decision that would require interpretation of this Agreement against the party that drafted it is not applicable and is waived.

2. Term

2.1 Term. This Agreement commences on the date you first access the Platform and continues until terminated in accordance with these terms. If we agree to provide you a fixed term subscription for additional capability beyond the free version, the additional rights under that subscription will expire if you give us notice that you want your subscription to expire at least 30 days before it was due to renew. If you don’t give us notice, your subscription will automatically renew for the same period unless you cancel the subscription before it expires.

2.2 Free trial. Unless you have agreed a paid subscription with us, your access to the Platform is provided on a trial basis for no Fees. You acknowledge that this is beta or experimental Platform and agree you will only enter only dummy or test data and use the Platform for the sole purpose of evaluating its capabilities in a non-production environment. Despite any other provision in this Agreement, to the extent you are receiving free access to the Platform (and have not purchased a paid subscription), you acknowledge that the Platform is provided on a strictly “as-is” and “where-is” basis. We do not promise that the Platform will be suitable or fit for any particular purpose, and you agree that to the extent you are receiving free access to the Platform, we do not give any warranties or representations whatsoever (whether express or implied by law).

3. Nature of Platform and Services

3.1 Access to Platform. We will provide you with a non-exclusive and non-transferable right to access and use the Platform in accordance with this Agreement.

3.2 No Legal Advice. The Platform, the Services, the Templates, any Documents you obtain via the Platform and any interactions you have with AI via the Platform do not constitute legal advice. The Platform is a tool to assist you in drafting first versions of your legal documents. Once you have prepared a draft Document using the Platform, we recommend you obtain legal advice from a qualified New Zealand lawyer before using it in conjunction with your business, including in respect of any of the terms that may be unfavourable to you. You acknowledge that this Agreement is not a legal retainer with us and we are not providing legal advice to you under or in connection with this Agreement. To the extent you wish to use the Platform as part of a paid subscription, you acknowledge that this Agreement is not a legal retainer and that there is no solicitor-client relationship or duty of care between us and you under or in connection with this Agreement.

3.3 Use by NZ businesses only. The Platform and the Documents (and guidance provided by AI) via the Platform are intended solely for use by businesses in New Zealand. We do not recommend using any Documents for transactions outside New Zealand or under different laws without first carrying out a commercial review and obtaining legal advice in the applicable jurisdiction. The Platform and Documents are for businesses only and must not be used by consumers.

4. Your Obligations

4.1 Platform access. If you have purchased a paid subscription with us: (i) you may access the Platform by your permitted users utilising required access credentials via the Site; and (ii) your right to use the Platform is subject to the restrictions and limitations that apply to the subscription type or level of access that applies to you.

4.2 Access conditions. You must ensure that all access credentials (such as passwords, private keys, API keys, 3rd party secrets for access to claim sources or other secrets) required to access the Platform are kept secure and confidential and must not disclose, sell, share, transfer or sub-licence them. You must immediately notify us of any unauthorised use of your access credentials or any other breach of security.

4.3 Compliance. You must ensure that your Customer Data, and its use by you in connection with the Platform complies with this Agreement and all applicable laws. You must only use Documents in accordance with all applicable laws.

4.4 Deletion of Customer Data. If you have a paid subscription with us, you must ensure that all Customer Data is deleted from the Platform once it is no longer necessary to retain it. If you are a free trial user, then we will delete your Customer Data after providing the document (unless you choose to send it to a lawyer for review).

4.5 Onward distribution. You may only use the Platform for your internal business purposes. Except to the extent separately agreed with us in writing, you are not permitted to resell, transfer, sub-licence, make available to any third party, or permit any other party (including any of your Affiliates) to use or exercise your rights under this Agreement. Each organisation or entity using the Platform must have a separate account and purchase a separate subscription. No joint accounts or shared subscriptions are permitted. You may not use the Platform to provide services to third parties without our prior written consent.

4.6 Acceptable use. You must not use the Platform for any illegal purpose or activities, or for the transmission or storage of material which is unlawful, defamatory, harassing, invasive of any individual's privacy, abusive, harmful, threatening, vulgar, pornographic, obscene, otherwise objectionable, or offends religious sentiments, promotes racism, or contains viruses or that which may infringe the Intellectual Property or privacy rights of any third party.

4.7 Specific restrictions. When accessing and using the Platform, you must:

  1. not attempt to undermine the security or integrity of our computing systems or networks or, the computing systems and networks of our suppliers, licensors or any third party;
  2. not use, or misuse, the Platform in any way which may impair the functionality of the Platform or the ability of any other user to use the Platform;
  3. not impersonate another user;
  4. not attempt to view, access or copy any materials or data other than those which relate to you and which you are authorised to access;
  5. not transmit, or input into the Platform, any files that may damage any other person's computing devices or software;
  6. not attempt to modify, copy, adapt, reproduce, disassemble, decompile, reverse engineer or attempt to derive the source code of any computer programs included in the Platform (including the Platform) nor communicate the same to any person nor directly or indirectly allow or cause a third party to do so; and
  7. notify us if you become aware that a person may have unauthorised access, possession or use of any part of the Platform.

4.8 Consequences of unauthorised use. If you fail to pay any amount owed to us (including the Fees) by the due date or if there are reasonable grounds to believe that you have breached any other provision of this Agreement, we may take one or more of the following actions in our absolute discretion:

  1. limit your access to or suspend the provision to you of all or any part of the Platform;
  2. terminate this Agreement immediately by notice to you in writing; and/or
  3. delete, edit or remove any of the relevant material or information.

5. Fees

5.1 Fees payable in advance. If you have purchased a paid subscription, you must pay the subscription Fees to us in advance. Additional usage or volume Fees will be invoiced to you monthly in arrears, except to the extent alternatively specified on the Site.

5.2 Invoice. We will provide you an electronic invoice in respect of the Fees. You must pay invoices within 7 days of the date of invoice or before the first day of the period to which the invoice relates, whichever is earlier (“Due Date”).

5.3 Fees are non-refundable. You will pay all Fees payable under this Agreement by the Due Date without any set-off, counterclaim, deduction or other withholding. All Fees are non-refundable and if this Agreement is terminated prior to the scheduled expiry date for any reason, no portion of the Fees will be repaid to you.

5.4 Taxes. All amounts payable under this Agreement by you (including the Fees):

  1. do not include any Sales Tax which, if applicable and if we are required to account for must be paid by you in addition to such amounts; and
  2. must be paid gross without deduction of any withholding taxes and, if subject to any withholding taxes, you must ensure that such sum is paid to us as will after deduction of any withholding tax, be equivalent to the amounts due.

5.5 Unpaid Fees. We may charge you interest at the Overdue Interest Rate on any unpaid Fees from the date such unpaid Fees became due until the date payment is received into our account in cleared funds. However, if the Overdue Interest Rate exceeds the maximum permitted legal interest rate, the interest chargeable will be reduced to reflect the maximum permitted legal interest rate. In addition to the unpaid Fees and the Overdue Interest Rate, we may also recover from you all our costs in recovering unpaid Fees from you.

6. Changes

6.1 Continuous development. We may amend, update, and/or modify the Platform at any time, provided that if you have a fixed term subscription, we will not materially diminish the core functionality of the Platform during your current fixed term.

6.2 Fees changes. We may from time to time, amend the Fees, vary the entitlements within different subscription tiers, and begin charging Fees for things that were previously provided for free. If you are a current paying subscriber to a fixed term subscription and we change your subscription Fees:

  1. we will email you at least 30 days before the change is due to take effect;
  2. you may terminate the Agreement by 7 days’ notice in writing to us if you do not accept the amended Fees; and
  3. if you continue to use the Platform after the expiry of 30 days from the notice of amended Fees you will be deemed to have accepted the amended Fees.

6.3 Agreement changes. We may amend this Agreement at any time. If you are a paying subscriber, we will email you at least 30 days before the change is due to take effect. If you do not accept the amended Agreement, you may: (i) terminate the Agreement by 7 days’ notice in writing to us, provided that notice expires prior to the amended Agreement taking effect; or (ii) if you have pre-paid for a fixed term subscription that continues beyond the effective date of the amended Agreement, you may by notice in writing to us elect to continue on the prior version of the Agreement until your current fixed term subscription expires, provided that on any renewal of your subscription you will be deemed to have agreed to the amended Agreement on that date. If you continue to use the Platform after the expiry of 30 days from the posting of amended Agreement you will be deemed to have accepted the amended or updated Agreement.

6.4 Critical changes. Despite any other provision of this Agreement, we may make changes to the Platform without notice to:

  1. address or avoid a security or Intellectual Property risk to us or the Platform;
  2. avoid any violation of any law or reflect any regulatory change; or
  3. maintain the commercial viability, security and availability of the Platform.

7. Confidentiality

7.1 Customer Confidentiality. You must preserve the confidentiality of any Confidential Information of ours or any other person obtained in connection with this Agreement or your receipt of the Platform and must only use such Confidential Information for the purpose for which it was disclosed. To the extent you obtain access to any AI Guidance, you agree that this is Confidential Information of ours and you will not disclose it to any third party or use it for any purposes other than use of a Document in accordance with this Agreement.

7.2 Exceptions. Clause 7.1 will not apply to any information which:

  1. is or becomes public knowledge other than through a breach of this Agreement;
  2. is received from a third party who lawfully acquired it and who is under no obligation regarding its disclosure;
  3. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
  4. is required to be disclosed by applicable law.

7.3 Publicity. Subject to clause 7.4, neither party will make public announcements or statements in relation to this Agreement without the other party’s prior consent (which neither party will unreasonably withhold).

7.4 Reference to Customer. We may acknowledge that you are a customer of ours and use your brand (in accordance with any reasonable guidelines you have provided to us) in any marketing, sales or proposal, including by featuring your name and/or logo on our website as a customer.

8. Customer Data

8.1 Protection of Customer Data. We will keep Customer Data confidential and not disclose it to third parties except:

  1. as authorised by you via the Platform;
  2. to our service providers working with us on the operation and ongoing development of the Platform and administration of our relationship with you;
  3. in connection with a purchase or proposed purchase of our shares, business or assets; or
  4. where required by law or any court, or in response to a request by a legitimate law enforcement agency.

8.2 Storage and Backups of Documents. The Platform is not intended to be used by you to store and maintain your contracts or the Documents. You agree to download and separately store each version of a Document you create and keep separate back-up copies of these. If you are a paying subscriber and we hold some of your templates, we will maintain back up copies of those templates and provide them to you on request, but not individual documents you or your users create from those template.

8.3 Statistical usage data. When you use our Platform, we may collect and create aggregated statistical data from your data and usage. Once aggregated in this fashion, we may use this usage data for our own purposes, such as to provide and improve our Platform, to identify any unacceptable use of our Platform, to develop new services or product offerings or identify business trends.

9. Intellectual Property

9.1 Our IP. Despite any other provision of this Agreement we and our licensors (if applicable) own all Intellectual Property in:

  1. the Platform, the Templates, the AI Guidance and our Brand; and
  2. any changes, updates or improvements to the Platform, Templates, AI Guidance or Our Brand over the course of this Agreement, including (i) where made by us in the course of providing Services to you or (ii) where we have outlined certain changes we intend to make with you, discussed changes with you, and/or asked for your feedback.

9.2 Your licence. Subject to the terms of this Agreement, we grant you:

  1. a worldwide, limited, non-exclusive, non-transferrable licence for the Term to access and use the Platform in accordance with this Agreement; and
  2. a licence to use each Template included in a Document you create and then download from or forward to use for legal advice via the Platform on the terms set out in Annex A.

9.3 Your IP. You own all Intellectual Property in your Customer Data, including in all Customer Drafting you create using the Platform. You represent that you or your licensors own all right, title, and interest in and to your Customer Data, including all Intellectual Property and that your Customer Data does not infringe the Intellectual Property of any third party. You grant us a worldwide, non-exclusive, royalty free, sub-licensable licence to use, copy, modify, make available and communicate the Customer Data for any purposes in connection with the provision of the Platform or exercising our rights under this Agreement.

9.4 Feedback. You are not obliged to provide feedback to us or about the Platform. If you do so:

  1. we may use, disclose, modify or develop the feedback for any purpose without restriction and without attribution or compensation to you or any other person; and
  2. you irrevocably assign to us all right, title, and interest in and to the feedback and agree to provide us any assistance we require to document, perfect, and maintain our rights in the feedback.

9.5 Our Brand. You may only use Our Brand with our prior written permission and in accordance with any trademark usage guidelines that we have published on the Site or otherwise notified to you.

9.6 Your Indemnity. You indemnify us and our employees, officers and directors against any liability, claims, costs (including the actual legal fees charged by our lawyers) arising from any demand or claim by a third party that our use of any Customer Data or your brand under this Agreement: (i) infringes a third party’s Intellectual Property rights or privacy rights; or (ii) is defamatory or otherwise unlawful.

9.7 Our Indemnity. Subject to the limitations in this clause 9, we will defend you and your employees, officers, and directors against any third-party claim alleging that the Platform infringes or misappropriates that third party’s copyright or trade mark in New Zealand, and will pay the amount of any adverse final judgment or any settlement agreed by us.

9.8 Exclusions. We will have no obligations or liability to you under clause 9.8 arising out of or in connection with modification of the Platform or any Template by anyone other than us.

9.9 Sole remedies. The remedies provided in this clause 9 are the sole and exclusive remedies for any third-party claims of infringement or misappropriation of Intellectual Property by the Platform and/or Customer Data.

9.10 Remediation. For any claim covered by clause 9.8, we may, at our option, either:

  1. procure the rights to use that portion of the Platform alleged to be infringing;
  2. replace the alleged infringing portion of the Platform with a non-infringing alternative;
  3. modify the alleged infringing portion of the Platform to make it non-infringing; or
  4. terminate this Agreement.

9.11 Process. The party seeking defence or indemnity under this clause 9 must:

  1. give the other party prompt written notice of the claim;
  2. not make any admission and must not purport to settle the claim without the other party’s prior written consent;
  3. permit the other party to control the defence and settlement of the claim; and
  4. reasonably cooperate with the other party (at the other party’s expense) in the defence and settlement of the claim.

10. Warranties and Acknowledgements

10.1 Sufficient rights and permissions. You warrant that you have all rights and have obtained all permissions from any End Users necessary for us to provide you the Platform pursuant to this Agreement.

10.2 No other warranties. We give no warranty in respect of the Platform except as expressly set out in this Agreement. All implied or statutory conditions or warranties (including any warranty under the Contract and Commercial Law Act 2017) are excluded. We do not warrant that the Platform will be continuously available or error-free.

11. Support Services

11.1 We will provide you with Support Services in accordance with our published support specification. Except as otherwise agreed with you, Support Services will be provided via email during New Zealand business hours only at our specified support contact details. We will use reasonable efforts to acknowledge and/or respond to support requests within any timeframes or SLAs provided to you in writing.

12. Termination

12.1 Termination by you. If you are using the Free version of the Platform you may cease using it at any time. If we agree a subscription with you, you may terminate this Agreement at any time by 30 days’ notice in writing to us, provided that no refund of pre-paid Fees will be payable.

12.2 Termination by us. If you have a paid subscription with us, we may terminate such paid subscription at any time for our convenience by 30 days’ notice in writing to you. We may also terminate this Agreement in the event we have a right to suspend providing the Platform to you pursuant to clause 4.8(a).

12.3 Termination for cause. Either party may terminate this Agreement immediately by notice in writing if the other party:

  1. is in material breach of this Agreement and fails to remedy such breach within 30 days of notice in writing; or
  2. becomes insolvent, goes into liquidation or has a receiver or manager appointed over any of its assets or makes any arrangement with its creditors, or becomes subject to any similar insolvency event in any jurisdiction.

12.4 Accrued Rights. Termination of this Agreement is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. Clauses that are intended to survive termination will continue in full force and effect.

13. Privacy and Security

13.1 We are agent. You agree that in collecting, holding and processing personal information, we are acting as an agent on behalf of you for the purposes of the Privacy Act 2020 and any other applicable privacy law. We will hold and process any personal information in accordance with your instructions as set out in this Agreement or as otherwise agreed in writing. You must ensure those instructions and the way you use the Platform with any personal information complies with the Privacy Act 2020 and any other applicable privacy law, including by making available to individuals all required information about the use of their personal information, collecting any applicable consents and where appropriate enabling them to opt out. You agree that we may transfer personal information outside New Zealand for processing by our Platform service providers, provided that we remain responsible to you for the processing of such personal information in compliance with this Agreement.

13.2 Data security. We will maintain an information security programme (including the adoption and enforcement of internal policies and procedures) designed to:

  1. protect the Platform and Customer Data against accidental or unlawful loss, access, modification or disclosure;
  2. identify reasonably foreseeable and internal risks to security and unauthorised access; and
  3. minimise security risks, including through regular risk assessments and testing.

13.3 Data breach. We will promptly notify you after we become aware of any unauthorised or accidental access to, or disclosure, alteration, loss, or destruction of personal information you have provided to us for processing which is likely to cause serious harm to any individual (“Data Breach”). We will provide you with reasonable assistance in responding to such Data Breach, including making any notifications to regulators or individuals. Such assistance will be provided to you on a time and materials basis at our then current rates, except to the extent the Data Breach was directly caused by our breach of this Agreement.

13.4 Individual rights. In respect of any personal information you provide to us for processing, you are responsible for responding to requests from individuals to exercise their rights under applicable law in respect of such personal information. We recommend you use the self service functionality within the Platform to satisfy these requests. To the extent you require further assistance from us, we may agree to provide you reasonable assistance in fulfilling these requests on a time and materials basis at our then current rates.

14. Limitation of Liability

14.1 Indirect loss. Neither party will be liable to the other party for any indirect or consequential loss under or in connection with this Agreement.

14.2 Excluded losses. We will not be liable under or in connection with this Agreement or the Platform for:

  1. any loss of profit, loss of use of the Platform, loss of data, loss of revenue or loss of production, even if the event was foreseeable or the possibility had been brought to our attention;
  2. any of your costs of procuring alternative services in the event this Agreement expires or is terminated for any reason; and/or
  3. any failure to comply or delay in complying with this Agreement or any loss or liability arising out of the actions or omissions of you or any of your users.

14.3 Liability cap. Except to the extent set out in clause 14.4 below, each party’s total aggregate liability for all claims arising under or in connection with this Agreement and the Platform is limited to the greater of: (i) $500; or (ii) the total Fees paid by you in the preceding 12 months.

14.4 Exclusions from liability cap. The limitation of liability in clause 14.3 does not apply to: (i) personal injury, fraud or wilful default; (ii) your obligation to pay the Fees; (iii) your liability to us under the indemnity in clause 9.7; or (iv) liability for breach of clauses 7 or 8 or, provided that each party’s total aggregate liability in respect of points (iii) and (iv) above is instead limited to $500,000.

14.5 Time bar. We will not be liable to you in respect of any claim unless you have notified us of that claim within 24 months of the event giving rise to that claim being reasonably discoverable.

14.6 Force Majeure. We will not be liable to you for any failure to comply with this Agreement or delay in complying with this Agreement to the extent caused by events beyond our reasonable control.

14.7 Application of Law. The exclusions and limitations set out in this clause 14 apply only to the maximum extent permitted by applicable Law. See clause 14.8.

14.8 Consumer Laws. In some places, like New Zealand and Australia, there may be non-excludable warranties, guarantees or other rights provided by Law (“Non-excludable Consumer Guarantees”). They still apply – this Agreement does not exclude, restrict or modify them. Except for such Non-excludable Consumer Guarantees and other rights you have that we cannot exclude, we expressly exclude all warranties and guarantees and we are only bound by the express terms set out in this Agreement. Our liability for breach of a Non-excludable Consumer Guarantee is limited, at our option (and subject to clause 15.8), to either re-performing, refunding, replacing or paying the cost of replacing the relevant service (unless the Non-excludable Consumer Guarantee says otherwise, in which case it is limited to the greatest extent allowed by the Non-excludable Consumer Guarantee).

14.9 Mitigation. Each party must take reasonable steps to mitigate any losses that it may suffer under or in connection with this Agreement.

14.10 Separate limitations. Each of the limitations and exclusions of liability set out in this clause 14 is a separate limitation or exclusion and applies regardless of whether liability arises in contract, tort (including negligence), breach of statutory duty, equity or otherwise. To the extent any particular limitation or exclusion is not permitted under applicable law, that limitation of exclusion will be deemed not to apply but will not affect any of the remaining limitations or exclusions under this clause 15.

15. General

15.1 Assignment. You must not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, except with our prior written consent. Any assignment or transfer in violation of this clause will be void. We may novate, assign or otherwise transfer this Agreement without your consent:

  1. in connection with a merger, acquisition or sale of all or substantially all of our assets; or
  2. to an Affiliate as part of a corporate reorganisation, and in the event of a novation or transfer, effective upon the novation or transfer, the new party nominated by us is deemed substituted for us as a party to this Agreement and we are fully released from all of our obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.

15.2 Entire agreement. This Agreement is the entire agreement between you and us regarding its subject matter. It supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us (whether written or verbal) regarding the subject matter of this Agreement.

15.3 Governing Law and jurisdiction. This Agreement will be governed by the Laws of New Zealand. You consent to the non-exclusive jurisdiction of the New Zealand courts. You must not object to the transfer of any proceedings to New Zealand courts on any basis, including inconvenience. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

15.4 Export control. In using the Platform, you will comply with export control and sanctions laws and regulations applicable to your business.

15.5 Independent contractors. The relationship between you and us is independent contractors only, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship.

15.6 Third-Party beneficiaries. This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.

15.7 Notices. Any notice to be given pursuant to this Agreement must be in writing addressed to the party to whom it is given sent by e-mail to the address of that party as it may from time to time notify to the other and will be deemed to be served on the day so left or transmitted by e-mail, provided that you agree that we may always send notices to the email address specified in your account. You will ensure you keep the email address in your account up to date to ensure you receive all notices from us.

15.8 No waiver. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision or any other provision at a later time. All waivers by us must be in writing to be effective.

15.9 Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to give effect to the intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement, but the rest of the Agreement will remain in full force and effect.

Annex A: Piwakawaka Template Licence

Intellectual Property in any Template is owned solely by us. We grant you a worldwide, perpetual, non-exclusive licence to use each Template contained in a downloaded Document for any lawful business purpose in accordance with these licence terms.

You may:

  1. modify a Template, or combine it with other documents, materials or information (the resulting work being a “Derived Work”);
  2. make copies of a Template or Derived Work;
  3. document a business transaction using a Template or Derived Work;
  4. provide a Template or Derived Work to any other lawyer for the purpose of obtaining legal advice;

You may not make a Template or Derived Work available to a third party without revealing that it was created by us or is a Derived Work based on a Template created by us and is subject to these licence terms.

All modifications made to a Template are owned solely by you and we obtain no right or interest in any other information or materials you use to create a Derived Work, provided that you must comply with the terms of this licence in respect of any Derived Work.

This licence applies anywhere in the world and lasts for as long as the Intellectual Property rights continue to exist in the Template, unless you breach these terms. You may allow any third party to exercise these rights on your behalf (including allowing your lawyer to modify the document).

You may use a Template or Derived Work for the purpose of providing legal advice to a client (and you may charge a fee for that advice) but you must expressly acknowledge our ownership of the Template or part of the Derived Work and bind any such parties to the terms of this licence.

There is no charge for the use of Documents, Templates or Derived Works under this licence.

Terms in this licence have the definitions given to them in the Piwakawaka Terms of Use.