Terms and Conditions

These terms and conditions are between SAASIA NZBN 9429043123780, (we, us, or our) and you (you or your), together the Parties and each a Party.

These terms and conditions form the entire agreement under which we will provide the Services to you on the SAASIA platform (Terms).

1.  Acceptance

1.1 You have requested access to the Alagaoa via the Website.

You are taken to have accepted these Terms by the earlier of:

a. registering as a partner on our Website;

b. accepting the Terms online or sending an email to us accepting the Terms (expressly or impliedly);

c. instructing us to proceed with activating your subscription; and

d. making any payment for the subscription.

2.  Access to Alagā’oa

2.1 We agree to provide you with access to the SAASIA resources in accordance with these Terms and all applicable laws.

2.2 We will use reasonable efforts to ensure that access to the SAASIA resources will be:

a. provided using reasonable care and skill;

b. facilitated by suitably competent and trained Personnel; and

c. made available in an efficient and professional manner.

2.3 If you let us know about a problem with accessing our resources, we will do our best to fix it as soon as possible. This may mean that we need to arrange for a service technician to address any technical issues you might encounter. If the technician finds there are no problems with our resources, you may need to pay the cost of the technician’s services. We will let you know in advance what the cost will be.

2.4 We may provide access to SAASIA resources using our Personnel.

2.5 You accept that from time to time there may be reasonable periods of disruption, such as during maintenance or updates. We are not liable for any such outages, except where they are caused by fraudulent or negligent acts or omissions of us or our Personnel.

2.6 We can suspend or restrict your access to SAASIA resources at any time if we consider it reasonably necessary to protect or maintain our resources or if we believe that you have breached any of our terms. We will always do our best to contact you before doing this, but may not be able to do so in all circumstances.

2.7 You acknowledge and agree that while we endeavour to ensure the security and reliability of SAASIA resources, we cannot warrant or promise that they will always be virus-free, private, and secure. You are solely responsible for maintaining adequate security and privacy measures in respect of your data and in your use of SAASIA resources.

3.  Use of our Website

3.1 You must not use the Website and/or sign up to access resources through the Website unless you are at least 18 years old.

3.2 By accessing and/or using the Website you warrant to us that you are at least 18 years old and that you have reviewed these Terms.

3.3 When using the Website, you must not do or attempt to do anything that is unlawful or inappropriate, including:

a. anything that would constitute a breach of an individual’s privacy or any other legal rights;

b. using the Website to defame, harass, threaten, menace, or offend any person;

c. using the Website for unlawful or fraudulent purposes;

d. interfering with any user of the Website;

e. tampering with or modifying the Website (including by transmitting viruses and using trojan horses);

f. using the Website to send unsolicited electronic messages;

g. using data mining, robots, screen scraping, or similar data gathering and extraction tools on the Website; or

h. facilitating or assisting a third party to do any of the above acts.

6. Accounts and Set up

6.1 You must create an account in order to access the SAASIA resources.

6.2 You must ensure that any personal information you provide to us when creating an account is accurate and up-to-date. All personal information that you provide to us will be treated in accordance with our Privacy Policy.

6.3 It is your responsibility to keep your account details confidential. You are responsible for all activity on your account and any access to the SAASIA resources using your account details.

6.4 Upon successful sign-up, the SAASIA admin will send you a direct debit link for payment. Your access to the SAASIA resources will be activated once payment is received.

6.5 You will be granted access to the SAASIA resources under the standard membership plan once your subscription is activated after the payment.

4. Your Responsibilities

4.1 You must comply with all our terms and guidelines when accessing and using the Alagaoa. 4.2 Ensure that any content or information you use from the Alagaoa does not infringe third-party rights.

5. Price and Payment

10.1  You agree to pay us the Price as set out on our Website and applicable to access resources on our website. All amounts are stated in New Zealand dollars and are exclusive of GST (unless otherwise stated). If we offer payment via a third party payment processor, the payment may be subject to that third party processor’s terms and conditions.

10.2  Subject to the provisions of these Terms, we will invoice you annually in advance for your subscription and for any other amounts payable under these Terms. If you have authorised us to debit your account or credit card in connection with the Price and other amounts owing on an ongoing or recurring basis, you acknowledge and agree that we may without further notice, debit from the account or credit card, on the due date for payment, the Price and any other amounts owing until the date that you revoke that authority.

10.3  If you fail to make payment of the Price or any amount payable under these Terms, we may:

(a)  after a period of 5 business days, cease providing  access, and recover, as a debt due and immediately payable from you, our additional costs of doing so;

(b)  charge interest at a rate equal to the Reserve Bank of New Zealand’s cash rate, from time to time, plus 2% per annum, calculated daily and compounding monthly, on any such amounts unpaid 7 days after the relevant date for payment;

(c)  commence proceedings against you and recover from you, our additional costs (including legal costs) in doing so.

10.4  You agree that we may set-off or deduct from any monies payable to you under these Terms, any amounts which are payable by you to us (whether under these Terms or otherwise).

6. Warranties and Representations

11.1 Each Party represents, warrants, and agrees that:

a. it has full legal capacity, right, authority, and power to enter into these Terms, to perform its obligations under these Terms, and to carry on its business; and

b. that these Terms constitute a legal, valid and binding agreement, enforceable in accordance with their terms.

11.2      You represent, warrant, and agree that:

(a)  you have not relied on any representations or warranties made by us in relation to the resources (including as to whether the resources are or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms;

(b)  you will cooperate with us, and promptly provide us with all documentation, information, instructions, facilities and access as may be reasonably necessary to enable us to provide the Resources in accordance with these Terms;

(c)  the information you provide to us is true, correct and complete;

(d)  you will not infringe any third party rights in accessing the Resources;

7. Term and Termination

12.1  Either Party may terminate these Terms at any time by giving 30 days’ notice in writing to the other Party. If you terminate these Terms and you are on a fixed term contract, an early termination fee as set out on our Website from time to time may apply.

12.2  These Terms will terminate immediately upon written notice by a Party (Non-Defaulting Party), if:

(a)  the other Party (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied within 10 business days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or

(b)  the Defaulting Party is unable to pay its debts as they fall due.

12.3      Upon expiry or termination of these Terms:

(a)  we will immediately cease providing the Services;

(b)  without limiting your Consumer Law Rights, you agree that any payments made by you to us are not refundable to you;

(c)  subject to clause 15, you agree to promptly return (where possible), or delete or destroy (where not possible to return), any information, documentation or Intellectual Property owned by us that is in your possession or control.

(d)  Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.

8.  Liability

8.1  Limitation of liability: Despite anything to the contrary, to the maximum extent permitted by law:

(a)  neither Party will be liable for any Consequential Loss;

(b)  our maximum aggregate liability for any Liability arising from or in connection with the resources and these Terms will be limited to: us repaying you the amount of the Price paid by you to us in respect of the provision of the relevant Resources, to which the Liability relates;

(c)  a Party’s liability for any Liability under, arising from, or in connection with, these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (including a failure to take reasonable steps to mitigate the relevant Liability);

8.2  We will not be liable for and you waive and release us from and against any Liability caused or contributed to by:

(a)  your and your Personnel’s act and omissions;

(b)  your use of or reliance on any information in the Video Resources;

(c)  any loss or damage which is the inevitable and unavoidable part of accessing these online resources;

(d)  any loss of profit (including anticipated profit), loss of benefit (including anticipated benefit), loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence) indemnity or otherwise;

(e)  failure or delay in accessing resources; or

(f)  event or circumstance beyond our reasonable control.

8.3  You agree that any information contained on the Website and any materials provided with our Resources (collectively Materials) are provided for general information purposes only and do not take into account your personal circumstances. The Materials are not intended to be advice of any kind. You are solely responsible for determining the suitability of our Resources for your circumstances and your reliance on the Materials is at your own risk.

9. Intellectual Property

9.1  As between the Parties:

(a) we own all Intellectual Property Rights in Our Materials;

(b)  you own all Intellectual Property Rights in Your Materials; and

(c)  nothing in these Terms constitutes a transfer or assignment of any Intellectual Property Rights in Our Materials or Your Materials.

9.2  As between the Parties, ownership of all Intellectual Property Rights in any New Materials or Improvements will at all times vest, or remain vested, in us upon creation. To the extent that ownership of such Intellectual Property Rights in any New Materials and/or Improvements do not automatically vest in us, you agree to do all things necessary or desirable to assure our title in such rights.

9.3  We grant you a non-exclusive, revocable, worldwide, non-sublicensable, and non-transferable right and license, to use Our Materials that we provide to you, the New Materials and Improvements, solely for the purposes for which they were developed and for your use and enjoyment of the Services, as contemplated by these Terms.

9.4  You grant us a non-exclusive, revocable, worldwide, non-sublicensable, and non-transferable right and license, for the duration of the Term, to use Your Materials that you provide to us solely for the purposes for which they were developed and solely for the performance of our obligations under these Terms.

9.5  If you or any of your Personnel have any Moral Rights in any material provided, used, or prepared in connection with these Terms, you agree to (and agree to ensure that your Personnel) consent to our use or infringement of those Moral Rights.

9.6 In the use of any Intellectual Property Rights in connection with these Terms, you agree that you must not (and you must ensure that your Personnel do not) commit any Intellectual Property Breach. Where you reasonably suspect that such a breach may have occurred, you must notify us immediately.

9.7  This clause 14 will survive the termination or expiry of these Terms.

10.  Confidentiality

10.1  Subject to clause 2, you must (and must ensure that its Personnel do) keep confidential, and not use or permit any unauthorised use of, all of our Confidential Information.

10.2  Clause 1 does not apply to Confidential Information that:

(a)  is required to be disclosed in order for you to comply with their obligations under these Terms;

(b)  is authorised to be disclosed by us

(c)  is in the public domain and/or is no longer confidential, except as a result of a breach of these Terms; or

(d)  must be disclosed by law or by a regulatory authority, including under subpoena.

11. General

11.1 Amendments: We may amend these Terms from time to time.  When we make any amendments, the updated Terms will be published on our Website.

11.2 Disputes: A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree on how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the New Zealand Law Society to appoint a mediator. The mediator will decide the time, place, and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

11.3  Email: You agree that we are able to send electronic mail to you and receive electronic mail from you. To the maximum extent permitted by law, you release us from any Liability you may have as a result of any unauthorised copying, recording, reading, or interference with that document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to your system or any files by a transfer.

11.4  Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under these Terms if such delay or failure is caused or contributed to by a Force Majeure Event. This clause will not apply to a party’s obligation to pay any amount that is due and payable to the other Party under these Terms.

11.5  Governing law: These Terms are governed by the laws of New Zealand. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New Zealand and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

11.6  GST: If and when applicable, GST payable on the Price will be set out in our invoice. You agree to pay the GST amount at the same time as you pay the Price.

11.7  Joint and Several Liability: Where you constitute two or more individuals or entities, you will each be jointly and severally liable under these Terms.

11.8  Notices: Any notice given under these Terms must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

11.9  Online Agreement:By checking the provided box or by accessing the Resources, you indicate your acceptance of these Terms.

11.10  Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment, or agency relationship between the Parties.

11.11  Severance: If any provision (or part of it) under these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.

11.12  Survival: Each clause, which by its nature survives termination, will survive the termination or expiry of these Terms.

12.  Interpretation & Definitions

12.1 In these Terms, unless the context otherwise requires:

(a) A reference to these Terms or any other document includes the document, all schedules, and all annexures as novated, amended, supplemented, varied, or replaced from time to time.

(b) A reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements, or re-enactments from time to time.

(c) A reference to a natural person includes a body corporate, partnership, joint venture, association, government or statutory body or authority or other legal entity, and vice versa.

(d) No clause will be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it.

(e) A reference to a party (including a Party) to a document includes that party’s executors, administrators, successors, permitted assigns, and persons substituted by novation from time to time.

(f) A reference to a covenant, obligation, or agreement of two or more persons binds or benefits them jointly and severally.

(g) Words like “including” and “for example” are not words of limitation.

(h) A reference to time is to local time in New Zealand.

(i) A reference to $ or dollars refers to the currency of New Zealand from time to time.

12.2 For the purpose of these Terms, the following specific definitions apply:

(a) “Resources” or “Alagā’oa”: Refers to the videos, animations, and other teaching aids provided by SAASIA, accessible only by subscribed partners.

(b) “Subscribed Partners”: Refers to individuals or entities who have completed the subscription process, made the necessary payments, and have been granted access to the Resources by SAASIA.

(c) “Platform”: Refers to the SAASIA online environment where Subscribed Partners access the Resources.

13. Data Collection and Usage:

13.1 When you access the SAASIA platform and utilise our Resources, certain user data might be collected to ensure a seamless experience. The collection and usage of such data are strictly for service enhancement purposes.

13.2 The tools and third-party platforms we employ, such as our video hosting and access restriction services, may also collect user data in accordance with their respective privacy policies. We advise users to familiarise themselves with these third-party policies for a comprehensive understanding.

14. Privacy:

14.1 We value and respect user privacy. Any data collected by SAASIA directly will be treated confidentially and will not be sold or shared with third parties, except as required by law or as necessary for the functioning of our platform’s tools and services.

14.2 We implement rigorous security measures to protect user data. However, no digital platform is entirely secure, and as such, we cannot guarantee the absolute security of user information. We encourage users to be cautious and protect their account credentials.

15. Access to Resources:

15.1 Access to our Alagā’oa (Resources) is exclusive to subscribed partners. We employ specific tools to restrict access and ensure that only authorised users can view and use the Resources.

15.2 It is the user’s responsibility to maintain the confidentiality of their account information. SAASIA will not be responsible for any unauthorised access resulting from users’ negligence in securing their account details.

16. Third-party Platforms:

16.1 We utilise third-party platforms to host and manage parts of our service. By using our platform, users acknowledge and agree that their interaction with these third-party services will be subject to those third parties’ terms and conditions and privacy policies.

16.2 While we choose reliable third-party platforms to enhance our service, we are not responsible for any disruptions, data breaches, or other issues originating from these third-party platforms.

In these Terms, unless the context otherwise requires:

• Commencement Date means the date these Terms are accepted in accordance with clause 1.1.

• Confidential Information includes information which: (a) is disclosed to you in connection with these Terms at any time; (b) is prepared or produced under or in connection with these Terms at any time; (c) relates to our business, assets, or affairs; or (d) relates to the subject matter of, the terms of and/or any transactions contemplated by these Terms, whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the information is received.

• Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under the statute, contract, equity, tort (including negligence), indemnity or otherwise. The Parties acknowledge and agree that your obligation to pay us under these Terms will not constitute “Consequential Loss” for the purposes of this definition.

• Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including, but not limited to, acts of God, natural disasters, civil disturbances, terrorism, pandemics, or governmental actions.

• Intellectual Property means any copyright, registered or unregistered designs, patents, trademarks, domain names, know-how, inventions, processes, trade secrets, or Confidential Information; or software, including any application or right to apply, for registration of, and any improvements of the foregoing.

• Intellectual Property Rights means, for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not.

• Intellectual Property Breach means any breach by you of any of our Intellectual Property Rights (or any breaches of third-party rights), including using or exploiting our Intellectual Property for purposes other than as expressly stated in these Terms.

• Liability means any expense, cost, liability, loss, damage, claim, demand, or judgment, whether under the statute, contract, equity, tort (including negligence), indemnity or otherwise, howsoever arising.

• Moral Rights has the meaning given in the Copyright Act 1994.

• Resources (Alagā’oa) means the videos, animations, and any other teaching-related materials provided on the SAASIA platform.

• Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors, or agents, but in respect of you, does not include us.

• Price means the subscription fee communicated to you for accessing the Alagā’oa (Resources) on the SAASIA platform, as determined and adjusted by us in accordance with these Terms.

Resources (Alagā’oa): Refers to the collective set of videos, animations, and other digital assets provided by SAASIA on its platform, intended to aid and enhance the teaching and learning process for its subscribed partners.

Website means the website owned and operated by us through which you sign up for our Resources on the SAASIA Alagā’oa platform, being https://alagaoa.saasia.org.nz.