Afirmo NZ Limited – Terms and Conditions

  1. Introduction: These Terms are a legally binding contract between you, the person registering to the Afirmo platform (regardless of which tools you use or whether you access via your web browser or the Afirmo app) (the Services), and us.  By using the Services, you are agreeing to these Terms.
  2. Definitions: In these Terms:
    Afirmo, we, us or our means Afirmo Holdings Limited and its subsidiaries (including Afirmo NZ Limited).
    Loss includes loss of profits, savings, revenue or data, and any other claim, damage, loss, demand, proceeding, liability, penalty, expense and cost, including legal and other professional fees.
    Resource means any example or reference resource made available via the Services, including without limitation any Template.
    Template means a template document made available via the Services.
    Terms means these terms and conditions.
  1. Subscribing to the Service: If you create an account with us, you agree to keep it secure for example by keeping your username and account passwords secret.  You should also make sure that you keep your account and business information correct and up to date.  By adding or updating business details via the Service you confirm that you have authority to do so.
  2. Changes: We are a new service, so we keep our Services, Fees, and these Terms under regular review and may change them at any time.  We will provide notice of any changes to these Terms on our website at https://www.afirmo.com/nz/ and, for significant changes (for example any change to the Fees, or to any Services that will have a material impact on you), either within the Service when you next sign into your account, or by email to you.  We will aim to give you advance notice of changes where practicable and where they will impact a material number of users, except that:
    1. we can make emergency changes to the Services immediately and without notice for security or other urgent reasons; and
    2. we may implement updates, upgrades and changes to our system at any time. For example, as we add new functionalities there may be a requirement to upgrade and interrupt the Services. We will try to do this at a time that will create minimum impact.

    Additional terms and conditions might apply to certain add-ons or additional services that we provide (either ourselves or via third parties) via the Service (Additional Terms).  Some additional Services may be provided by third parties (Service Partners).  These Service Partners terms and conditions should be read in conjunction with these Terms and Conditions.

  1. Fees and payment: Currently, there is no charge to sign up to the Service and create an account.  We have different fee and payment structures for various additional Services that we offer.  You can view the most up to date versions of these (including prices) on the Service or our website.  For completeness, our Services may be provided:
    1. free of charge;
    2. for a periodic fee at the subscription price specified, which is payable in advance (Subscription Fee). Payment of that Subscription Fee gives you access to the applicable Service until the relevant end date (Subscription Period).  Unless otherwise stated, these subscriptions will renew automatically until you cancel them.  We will charge the Subscription Fees to the credit card that you used to sign up to the Service, unless you change your payment details through the billing section on the Service;
    3. for a one off fee, which is payable in full at the time you sign up for that Service. Payment of the one off fee will unlock that tool/ feature until such time as your membership is cancelled,

    (together, the Fees).  In each case you will be asked to agree to the applicable Fees prior to being charged.

    You agree that we may charge all applicable Fees using the payment details you provide, that we may disclose your card details to, and obtain information from, any financial institution or card issuer to verify the card details, and that we may take steps to verify that there are sufficient funds available in your account to meet the Fees due.

  1. Your responsibilities: You must, when using the Services:
    1. follow our reasonable instructions and directions about using the Services, and only use the Services for lawful purposes;
    2. not interfere with our or anyone else’s IT or communications systems, or use of the Services (including those accessed through our Service Partners); and
    3. comply with all applicable laws and not breach our or anyone else’s rights.
  2. Intellectual property: The Service, and all intellectual property and other rights in the Services (including any and all content on the Services) belong to us, or our Service Partners, or our licensors.  We give you a limited licence to use the Services, solely during your Subscription Period (where applicable) and in accordance with these Terms and our other instructions.  All other licences are hereby expressly excluded.
  3. Cancellation with notice: You can cancel your account with us at any time by terminating your subscription account online. Please note that any Fees are non-refundable if you cancel.  We can also cancel your subscription by giving you written notice, but if we do that before the end of your Subscription Period we will make sure that you get the benefit of any paid Services that you have not yet received (or provide a pro rata refund of the unused portion of any Subscription Fees).
  4. Cancellation without notice: We may cancel your subscription to the Services immediately at any time by giving you notice, or suspend or restrict your use of all or any part of the Services if:
    1. it is reasonably necessary to do so for operational, security or technical reasons (including but not limited to maintenance or upgrades);
    2. we believe on reasonable grounds that you or any other person using your account (with or without your knowledge) are using the Services in breach of these Terms or applicable laws; or
    3. you do not pay applicable fees to us when due.
  5. Consequences of cancellation: On cancellation of your account, we will remove access to the Services.
  6. Collection of Information: When you sign up to the Services, and when you use the Services, we collect information about you.  More detail about the information we collect, and how we treat it is set out in our Privacy Policy at Afirmo.com/privacy.  We comply with the Privacy Act 2020 in relation to the information we collect about you.
  7. Community and support: We may allow you to post content to the Service that will be publicly visible (for example, when you ask support questions and choose to make these public).   If you post any such content, you must make sure that your comments are suitable for us to publish and do not include any material that could be considered unlawful, harmful, harassing, defamatory, offensive, threatening, obscene, misleading, infringing or otherwise inappropriate.  We do not claim ownership of content that you post, however by posting such content, you grant us a world-wide, royalty free, perpetual, irrevocable, non-exclusive and freely sublicensable right and licence to use and republish that content, without limitation and in any format.  You hereby indemnify us from and against any and all losses that we suffer in connection with your breach of this clause.
  8. Indemnity: By agreeing to these Terms, you agree to indemnify us and hold us harmless (including our affiliates, employees and agents) against any and all claims, suits, actions, liabilities, costs and expenses arising out of a breach by you (or any users associated with your business) of these Terms or arising out of a breach of your obligations under these Terms, unless your breach is directly caused by our own breach of the Terms.
  9. Disclaimers: To the maximum extent permitted by law we, and our directors, officers, employees, Service Partners and contractors, have no liability or responsibility to you or any other person for any Loss (whether arising in contract, tort (including negligence) or otherwise) in connection with:
    1. any use of, or modification or adaptation you make to, any Resource;
    2. any Resource being unavailable (in whole or in part) or any interruption or delay in accessing or using any Resource or the Services;
    3. any information or content contained in the Service or in any Resource, including any error, inaccuracy or omission;
    4. any exposure to viruses or other forms of interference which may damage your computer system or expose you to fraud when you access or use any Resource or the Services; and
    5. any site linked from any Resource or the Services.  You agree that any link in any Resource or on the Services to other sites does not imply any recommendation of, or responsibility for, those sites or their contents, operations, products or operators.
  1. You understand that:
    1. you access and use the Services and any Resource at your own risk;
    2. we are making the Services and the Resources available for general information purposes only.  The Services and Resources do not constitute professional advice, and we make no representation or warranty that the Resources (including the Templates) are appropriate or available for use in any particular jurisdiction or circumstance or that the content satisfies the laws of any particular jurisdiction or the laws or requirements of any particular circumstance; and
    3. we are making the Services and the Resources available on the basis of the limitations on liability set out under clause 14 above.
  1. Liability: To the maximum extent permitted by law:
    1. our (and our directors’, officers’, employees’, Service Partners’ and contractors’) maximum aggregate liability to you under or in connection with these Terms, the Services and/or the Resources (whether arising in contract, tort (including negligence) or otherwise) is NZ$100; and
    2. any implied terms, conditions or warranties in connection with these Terms, the Services and/or the Resources (including any warranties under subparts 1 to 6 of Part 3 of the Contract and Commercial Law Act 2017) are excluded and, to the extent that they cannot be excluded, liability for them is limited to NZ$100.
  1. The Services are provided for businesses only. You agree and represent that you are accessing the Services, and to the extent you acquire or use any Resource, you are doing so for the purposes of trade. You and we agree, to the maximum extent permissible by law, that the New Zealand Consumer Guarantees Act 1993 does not apply to the supply of the Resources, the Services, or these Terms. The parties agree that it is fair and reasonable that you and we are bound by these Terms and in particular this clause 15.1.
  1. Service limitations: We cannot promise that the Services will always be available, fault free or secure. Where the Services link to third party websites or services, we are not responsible for the content, availability or security of such third-party websites or services (including those provided by our Service Partners).  In addition, there may be maintenance windows during which we may not be able to provide the Services to you. We will try to: (a) keep maintenance windows to a minimum; and (b) schedule maintenance windows at low demand times.
  2. Third party terms: You must agree to, and abide by, all third-party terms that may apply to Services, including any of our Service Partners’ terms.
  3. Assignment/transfer: We may transfer the provision of the Services to another company, firm or person, so long as this does not affect your rights under these terms. You must not transfer your rights or obligations under these terms to anyone else, without our prior written consent.
  4. Governing law: This Agreement is governed by New Zealand law and you and we submit to the jurisdiction of the New Zealand Courts.
  5. Severability: If any part of these Terms is found to be unfair or unenforceable, then it will be modified so as to be fair or enforceable (as the case may be), or if modification is not reasonably possible then it will be treated as deleted from these Terms, and the rest of these Terms will continue to operate.
  6. Interpretation: In these Terms, “including” and similar words do not imply any limitation.
  7. Questions: If you have any questions regarding this Agreement, please contact us at legal@afirmo.com.
Last updated: 12 August 2022

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