Standard terms and conditions for website:
These are the standard terms and conditions for Whānau Tahi’s clients, and are to be read in conjuction with your agreement with Whānau Tahi.
1. Licence Grants
1.1. For so long as the Client pays to Whānau Tahi all fees, licences, maintenance and monies as may be due to it, Client may access and use the Whānau Tahi software (the Software) provided, however notwithstanding anything contrary contained herein,
1.2. Client agrees that Whānau Tahi may audit, at Whānau Tahi’s cost, its use of the Software for compliance with these terms at any time, upon reasonable notice either at Client’s premises or Client’s cloud provider’s premises.
1.3. Client’s Licence rights under this Licence Agreement are non-exclusive.
1.4. This licence rights under this Licence agreement provides the ability to use underpinning Microsoft Licenses subject to the following Microsoft end user obligations:
1.4.1. Microsoft Universal License Terms
1.4.2. Microsoft Product Terms for Privacy and Security
2. Licence Restrictions
2.1. Client may not alter, merge, modify, adapt or translate the Software or decompile, reverse engineer, disassemble or otherwise reduce the Software to a human-perceivable form.
2.2. Client may not sell, rent, lease or sub-licence the Software or Service.
2.3. Client may not modify the Software or create derivative works based upon the Software or Service.
2.4. In the event that Client fails to comply with this Agreement, Whānau Tahi may terminate the Licence and Client must destroy all copies of the Software (with all other rights of both parties and all other provisions of this Licence Agreement surviving any such termination) and provide confirmation of same. If the Software has been deployed to any Cloud Provider, Whānau Tahi has the right to terminate Client’s access to the software system.
3. Ownership
3.1. For so long as Client pays the applicable fees, the foregoing licence gives Client limited licence to use the Software and Service. Whānau Tahi and its suppliers retain all right, title and interest, including all copyright and intellectual property rights, in and to the Software and all copies thereof.
3.2. All Client Data remains the property of the Client. (refer Clause 14.0)
3.3. All rights not specifically granted in this Licence Agreement, including New Zealand and International Copyrights, are reserved by Whānau Tahi and its suppliers.
4. Fees and Payment
4.1. The Client will pay the amounts at the times specified in Schedule 2 in relation to this Agreement.
4.2. All fees due under this Agreement must be paid in full by Client on the due date by way of Automatic Payment, or as otherwise agreed, without setoff or deduction of any kind. If Client has a valid dispute in respect of any invoice or payment, Client must notify Whānau Tahi within 10 days of receipt of the invoice or due date (where the payment is an automatic periodic payment) and may withhold the disputed part of the invoice or payment until the dispute is resolved, but agrees to pay any undisputed part by the due date.
4.3. If payment of any amount due under the Agreement is not received by the due date, Whānau Tahi reserves the right (without prejudice to its other rights) to:
4.3.1. Charge interest on any outstanding amount at 2% per annum above Whānau Tahi’s commercial overdraft rate, calculated daily;
4.3.2. Suspend provision of Services until the amounts due by Client to Whānau Tahi under this Agreement are paid in full.
4.3.3. The Company may vary monthly fees by giving the Client not less than 20 Business Days’ prior written notice of any price increase (Price Increase Notice), by the percentage change in the New Zealand Consumer Price Index (CPI) (all groups) over the 12 months preceding the then most recent quarterly publication of the CPI issued by Statistics New Zealand prior to the date of the Price Increase Notice, provided that there is no more than one increase under this clause in any Contract Year.
5. Limited warranty and warranty disclaimer
5.1. Except as expressly provided herein, the software (including any embedded software) and all services are provided with no other warranties of any kind and Whānau Tahi disclaims, to the maximum extent allowed by law, all other warranties, express or implied, including without limitation any warranty of merchantability or fitness for a particular purpose. Whānau Tahi does not warrant that the use of the software will be uninterrupted or error free.
5.2. No representation or other affirmation of fact, including but not limited to statements regarding performance of the software, which is not contained in this agreement shall be binding on Whānau Tahi without limiting the foregoing, any implied warranty or condition of merchantability and the implied warranty or condition of fitness for a particular purpose are expressly excluded and disclaimed.
5.3. Further, the Client acknowledge that neither you nor any of your representatives have relied on any representations made by Whānau Tahi or any Whānau Tahi representative in relation to the software and/or documentation except for those expressly stated in this agreement.
5.4. The Client further acknowledges and agrees that the Client is are solely responsible for the control, operation and security of your network, including without limitation any internet transactions and communications carried out using its network with third parties, whether made through access to or use of the software or not.
6. Limitation of liability
6.1. Neither Whānau Tahi nor its suppliers shall be liable to client or any third party for any indirect, special, incidental, punitive, cover or consequential damages (including but not limited to, damages for the inability to use equipment or access data, loss of business, loss of profits, business interruption or the like), arising out of the use of, or inability to use, the software and based on any theory of liability including breach of agreement, breach of warranty, tort (including negligence), product liability or otherwise, even if Whānau Tahi or its representatives have been advised of the possibility of such damages and even if a remedy set forth herein is found to have failed of its essential purpose.
6.2. Regardless of how any losses are alleged to have been incurred, our maximum liability (whether in contract, tort or any other basis) to you shall not exceed the charges that we received from you under the relevant Work Statement giving rise to such liability or $50,000 whichever is lower.
6.3. The foregoing limitations on liability are intended to apply to the warranties and disclaimers above and all other aspects of this licence agreement.
7. Term
7.1. This Agreement commences on the Commencement Date and, subject to Clause 11, will be for a period defined in months in schedule 2.
7.2. This Agreement will renew automatically for further periods defined in schedule 2, unless either party gives 3 months’ written notice prior to expiration of the current term that it does not wish the Agreement to renew.
8. Support and New Releases
8.1. The client is entitled to support as defined in schedule 3, if the Client keeps up with the Licence Fee payments defined in schedule 2;
8.2. Whānau Tahi Navigator is an evergreen “Software as a Service” product (with release notes available at docs.whanautahi.com), as are the underpinning Microsoft technologies. All product updates will be applied in our Standard Production Maintenance Window the third Thursday each month from 5pm – 7pm, as required and in addition is subject to the following evergreen release waves from Microsoft.
8.3. upgrades may cause additional customisations to Navigator by the Client to become inoperative. The Company takes every step necessary to prevent such disruption, however, should there be additional professional services required by the client, this will be chargeable to the Client.
8.4. While the Client can decide whether to accept or deploy quarterly releases, or individually toggle on features as required, continued use of releases older than the supported window (12 months after the most recent release) may result in reduced support services until the Client upgrades to a supported release.
9. Confidentiality
9.1. The terms and conditions under this Licence Agreement shall be confidential to the Client and Whānau Tahi Ltd. Any sharing of same shall not be without the express and written permission of Whānau Tahi Ltd.
10. Entire Agreement
10.1. This Agreement constitutes the entire agreement between the parties in respect of its subject matter and supersedes all previous communications, representations, agreements or understandings, verbal or written, between the parties.
11. No Assignment
11.1. Neither party may transfer or assign any of its duties, obligations or rights under this Agreement to any other person without the prior written consent of the other party, which consent may be withheld at that other party’s absolute discretion.
11.1 Severability
If one or more of the provisions or part of any provision of this Agreement is or becomes or is held to be or to have become illegal, invalid, unenforceable, void or voidable in any respect under any applicable law for any reason, it shall not affect the legality, validity or enforceability of the other provisions or other part of any provision of this Agreement and shall be severed from this Agreement so that the remaining provisions or other part of any provision shall remain in full force and effect and shall be valid and enforceable to the fullest extent permitted by law. This clause shall apply only if its effect is not to alter significantly the benefit or burden of this agreement for either party. If this is its effect the parties shall negotiate in good faith changes to this agreement which will restore, as nearly as possible, the original bargain which the parties have made.
11.2 Modifications.
No modification, waiver or exclusion of any of the terms of this Agreement shall be effective or binding on the parties unless expressly agreed to in writing and executed by the parties.
11.3 Notices
Any written notice required to be given pursuant to this Agreement shall (without limitation) be deemed validly given if:
(a) Sent by hand, post, e-mail or comparable means of communication.
(b) The date of receipt of any notice given by post shall be the 5th day after the sender mailed the notice, in the case of domestic post, and the 14th day after the sender mailed the notice, in the case of international post. Proof that the sender addressed the envelope properly, paid the correct postage and did not receive the notice back shall be sufficient evidence that the sender gave notice.
(c) The date of receipt of any notice given by facsimile transmission, e-mail or comparable means of communication shall be the date of transmission of such notice, provided: the recipient acknowledges receipt; or the giver of such notice sends a confirming copy by post within 24 hours after transmission.
(d) Signed in the case of a written notice by Whānau Tahi, by a manager of Whānau Tahi; and
(e) Signed in the case of a written notice of Client, by Client.
12. Waiver
12.1. No failure or delay by either party to exercise any power, remedy or right in relation to this Agreement shall:
12.1.1. Prejudice, limit or affect or operate as a waiver of that power, remedy or right, or
12.1.2. Be deemed to waive any default or breach of any obligation, liability or agreement by the other party and the exercise or partial exercise, by either party, of any power, remedy or right shall be without prejudice to that party’s right to exercise that or any other power, remedy or right at the same time (except in so far as the exercise of any power, remedy or right is inconsistent with the exercise of any other power, remedy or right) or in the future.
13. Force Majeure
13.1. Neither party shall be liable for any act, omission or failure under this Agreement if that act, omission or failure arises directly from a cause beyond the reasonable control of the party concerned, including (without limitation) extreme weather conditions, civil disruption or industrial action (referred to in this clause as an “Event of Force Majeure”), provided that:
13.1.1. The party claiming the protection of this clause shall, as soon as possible after becoming aware of such cause or the likelihood of such cause, give the other party written notice describing the Event of Force Majeure, including the expected effect or duration of that event or circumstance and, where reasonably practicable, shall continue to provide to that other party regular written reports with respect to such event or circumstance for so long as that event or circumstance continues to have effect as an Event of Force Majeure;
13.1.2. Notwithstanding the intervention of such cause, each party shall continue to use its best endeavours to perform its obligations as required under this Agreement (excluding any obligations which have already been duly performed as at the date of the relevant cause) despite that cause
13.1.3. In any such event, neither party shall be deemed to have accepted any extra costs which may be incurred or sustained by the other party through a delay resulting from the cause.
13.1.4. Lack of funds shall not be interpreted as a cause beyond the reasonable control of any party.
14. Termination
14.1. Notwithstanding the Term, either party may terminate this Agreement after an initial period from the Go-Live Date upon 90 days, written notice.
15. Disputes
15.1. Obligations before commencing litigation. Unless a party has first complied with clauses 1.2 through 1.5 (inclusive) that party may not commence court proceeding or arbitration relating to any dispute arising from this Agreement, including, without limitation, the circumstances in which this Agreement was formed and any question regarding its existence, validity or termination (except where the party seeks urgent interlocutory relief, in which case that party need not comply with this clause before seeking such relief) and where that party fails to so comply with those clauses, the other party need not comply with those clauses before referring the dispute to arbitration or commencing court proceedings relating to that dispute.
15.2. Written notice of dispute. Either party (referred to in this clause as “the First Party”) claiming that a dispute has arisen under this Agreement shall give written notice to the other party (referred to in this clause as “the Second Party”) specifying the matter in dispute and designating as its representative in negotiations relating to the dispute a person with authority to settle the dispute. The Second Party shall, within 5 working days after receiving the First Party’s notice, give written notice to the First Party designating as its representative in negotiations relating to the dispute a person with similar authority.
15.3. Seek to resolve dispute. The parties shall use their reasonable endeavours to procure that the persons designated under clause 1.2 shall within 10 working days of the last designation required by clause 1.2, following whatever investigations each such person deems appropriate, seek to resolve the dispute.
15.4. Referral to arbitration. If the dispute is not resolved within the period referred to in clause 1.3 (or within such longer period as their respective representatives may agree is appropriate) the parties shall refer the matter to arbitration in accordance with the Arbitration Act 1996 for final resolution by a sole arbitrator.
15.5. Amendments to the Arbitration Act 1996. In respect of the First Schedule to the Arbitration Act 1996, the parties “otherwise agree” to the following:
(a) Article 3 – in addition to the stated methods of any notice, facsimile shall also be permitted.
(b) Article 11(2) – in the absence of agreement, the arbitrator shall be appointed by the President of the Auckland District Law Society.
(c) Article 26 – the arbitrator shall not appoint any expert except with the written consent of the First and Second Party.
(d) Article 29 – the parties authorise the arbitrator to decide all questions of procedure.
(e) Article 31(2) it is agreed that in respect of any dispute relating to the payment of $10,000 or less, no reasons need be given for decision.
(f) Article 31(5) – a sum directed to be paid by an award shall carry interest from the date of the award at a rate equivalent to the rate of 2% per annum compounding daily.
In respect of the Second Schedule to the Arbitration Act 1996, the following provisions shall not apply:
(a) Clause 1 – default of an arbitrator.
(b) Clause 2(2) – consolidation or arbitral proceedings which do not have the same arbitral tribunal.
16. Data Sovereignty and Cybersecurity
16.1. Data Residency: Whānau Tahi shall ensure that all Client Data, including personal information and business records, is stored, processed, and accessed exclusively within New Zealand or Australia, depending on where the Client is domiciled, unless the Client provides prior written consent for transfer or access outside of New Zealand or Australia. This requirement is in accordance with the Privacy Act 2020 (New Zealand) and the Customer and Product Data Act 2025 (Australia).
16.2. Compliance with Applicable Privacy Laws:
16.2.1. For Clients in New Zealand, Whānau Tahi shall comply with all applicable New Zealand laws and regulations governing data privacy and sovereignty, including the Information Privacy Principles under the Privacy Act 2020 and any relevant codes of practice issued by the Office of the Privacy Commissioner in New Zealand.
16.2.2. For Clients in Australia, Whānau Tahi will comply with the Privacy Act 1988 (Cth), including the Australian Privacy Principles set out in Schedule 1 to that Act, and the Notifiable Data Breaches scheme.
16.3. Security Measures: The Company shall implement and maintain appropriate technical and organisational measures to safeguard Client Data against unauthorised access, loss, or misuse. In the event of a notifiable privacy breach, the Company shall notify the Client and the Office of the Privacy Commissioner within 72 hours of becoming aware of the breach.
16.4. Ownership and Control: Client Data remains the sole property of the Client. The Company shall not access, use, disclose, or share Client Data except as necessary to deliver the Services or as required by law, and only with prior notice to the Client unless legally prohibited.
16.5. Third-Party Providers: The Company shall not engage any third-party Company’s or subprocessors that may access Client Data without the Client’s prior written approval. Any approved third parties must be located in New Zealand and contractually bound to comply with the same data sovereignty obligations.
16.6. Legal Requests: If the Company receives a legal request or order to disclose Client Data, it shall promptly notify the Client unless prohibited by law and shall cooperate with the Client to challenge or limit such disclosure to the extent legally permissible.