Terms of Use

PART A:  GENERAL TERMS
  1. Introduction

    1. This Website is operated by Tapi Limited and provides End Users with access to an online platform through which they may order or supply (as applicable) property maintenance services and invoice (or receive an invoice, as applicable) for such property maintenance services.
    2. Capitalised terms used in these Terms of Use are defined in clause 18 or otherwise throughout the terms.
    3. Part A of these Terms of Use applies to all users of the Website and the Services, whether the user is accessing the Website as an End User or as a visitor. Part B of these Terms of use contains additional terms that will only apply to you if you are using the Service as a Property Manager or an Authorised User of a Property Manager.
    4. You must accept these Terms of Use before accessing the Services. By accessing the Website and/or the Service you agree to be bound by, and are deemed to be a party to, these Terms of Use (together with the Terms of Engagement you have signed). If you do not agree to these Terms of Use, you must not access or use the Services.
    5. We reserve the right to make changes to these Terms of Use at any time, effective upon the posting of modified terms of use on the Website. It is your responsibility to check the Terms of Use periodically for changes. Your continued access of the Website following the posting of any changes constitutes you agreeing to be bound by, and to be a party to, the modified terms of use.
  2. Service

    1. Subject to compliance by you with these Terms of Use, we grant to you and you accept from us, a non-exclusive, non-transferable and non-assignable right to access and use the Services during the Term.
    2. You warrant that all information supplied by you and your Authorised Users to Tapi for the purposes of registration on the Website (if applicable) and accessing and using the Services is true, correct and up to date.
    3. Terminal equipment, communications links and systems compatibility (and all costs associated with such items) are your (or your Authorised Users, as applicable) sole responsibility. We accept no responsibility for any unavailability of, or defects in, the Website or the Services to the extent such unavailability or defects arise out of or in connection with terminal equipment, communications links or systems compatibility, or your (or your Authorised Users’) failure to make payment of the costs for such items.
    4. You are responsible for:
      1. keeping all of you (and your Authorised Users’) access information, including email addresses and log-on credentials, secret and secure; and
      2. ensuring compliance with these Terms of Use by your Authorised Users.
    5. Without limiting any more specific requirements in these Terms of Use, you agree to follow the procedures and promptly provide any requested information, notifications and/or approvals (as applicable) required by the Subscription Service with the aim of ensuring a prompt and efficient experience for all End Users of the Subscription Service.
  3. Property service engagements

    1. You acknowledge and agree that Tapi takes no part in and has no responsibility for, or liability in respect of, any Property Service Engagement (including any acts or omissions of, or damage or injury caused by, any owner, contractor or tenant (or any other person) in connection with a Property Service Engagement), and you agree:
      1. all communications and transactions between End Users via the Website or the Subscription Service (including each Property Service Engagement) shall be undertaken by End Users at their own risk;
      2. Tapi has no responsibility for, and no liability in respect of, the conduct of or any representation made by any End User via the Website or the Subscription Service;
      3. Tapi makes no warranties or representations in any way whatsoever in respect of:

        (a) any Property Service Engagement performed (or not performed, as the case may be) by an End User; or

        (b) any payment made (or not made, as the case may be) for any Property Service Engagement by an End User.
      4. any dispute relating to a Property Service Engagement shall be a matter for resolution between the relevant End Users (in accordance with appropriate dispute resolution procedures).
    2. You agree to act reasonably and in good faith in connection with all Property Service Engagements you enter into.
  4. Restrictions on use

    1. In respect of your (and your Authorised Users’) access to and use of the Services you will comply (and will ensure your Authorised Users comply) with all applicable laws, rules and regulations and all instructions, guidelines, procedures and policies notified by Tapi (via email or the Website) from time to time.
    2. You must not (and must ensure your Authorised Users do not):
      1. use the Services in a manner that may damage, disable, overburden or impair either the Services or the networks connected to the Services;
      2. modify, translate, reverse engineer, decompile, disassemble or create derivative works of the Services (or any part of them) or otherwise attempt to: (i) defeat, avoid, by-pass, remove, deactivate or otherwise circumvent any software protection mechanisms in the Services (or any part of them), including, without limitation, any such mechanism used to restrict or control the functionality of the Services; or (ii) derive the source code or the underlying ideas, algorithms, structure or organisation form of the Services (or any part of them); or
      3. distribute through the Services any attachments, documents or files that: (i) infringe on any copyright, patent, trade secret, trademark or other third party proprietary rights; (ii) violate any law, statute, ordinance or regulation; (iii) are defamatory, libellous or obscene; or (iv) contain viruses, trojan horses, worms, time bombs, or similar harmful programming routines.
    3. We may at our discretion use technology (including digital rights management protocols) or other means to protect the Services and our customers, and to prevent you (or any other End User) from breaching these Terms of Use.
    4. You may not access the Services if you are a direct competitor of ours, except with our prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
  1. Ownership and Intellectual Property Rights

    1. Subject to clause 6.3, title and associated intellectual property rights in your End User Data remain your (or, as applicable, the relevant End User’s or third party’s) property.
    2. Subject only to your rights in your End User Data (as specified in clause 5.1):
      1. the Services, Website and Software are protected by copyright and other interests and are proprietary and confidential to us (or our third party licensors and/or suppliers); and
      2. all rights, title and interest in and to the Services, Website and Software, including associated intellectual property rights, are and will remain vested in us or our third party licensors or suppliers (as applicable).
    3. Beyond the rights expressly granted in these Terms of Use, nothing contained in these Terms of Use confer on you any right or interest in, or licence or permit to use, any of the intellectual property rights in the Services, Software or Website.
  2. End user data

    1. You acknowledge that we are not responsible for, and have no liability in respect of, any End User Data, loss or corruption of End User Data, or how you or any other End Users use any End User Data or the Services. You are solely responsible for your End User Data (including the contents of your text and e-mail messages, attachments and stored files) and we reserve the right to remove from our servers any content that may expose us to potential liability.
    2. You grant a non-exclusive licence to us in respect of all of your End User Data to access, use and disclose such data as required to: (i) provide the Services; (ii) respond to comments and questions and to provide support to End Users and Website visitors; (iii) understand how you are using the Website and the Services so that we can improve Website and/or the Services and develop new products, services, features and functionality; (iv) where required by law or where we believe it is necessary to protect our legal rights or interests (including disclosures in connection with the acquisition, merger or sale of a business); and (v) otherwise as required to exercise our rights and comply with our obligations under these Terms of Use.
    3. You grant to us a non-exclusive royalty free world-wide and irrevocable license permitting us to copy, anonymize, aggregate, process and display your End User Data to derive anonymous statistical and usage data, and data about the functionality of the Service, provided such data cannot be used to identify you or your Authorised Users (Anonymous Data), for the purposes of combining or incorporating such Anonymous Data with or into other similar data and information available, derived or obtained from other clients, licensees, users, or otherwise (when so combined or incorporated, referred to as Aggregate Data), so as to permit us to provide services including the copying, publication, distribution, display licensing or sale of Aggregate Data and related or similar other statistics or data to third parties (and to you should you elect to subscribe for same) pursuant to a separate licensing or services arrangement or agreement. We will be the owners of all right, title and interest in and to the Aggregate Data.
    4. You warrant and represent that:
      1. you have the right to grant the licences in clauses 6.2 and 6.3 in respect of all of your End User Data, and inputting, using and disclosing your End User Data in the manner anticipated by these Terms of Use and the Services; and
      2. use of your End User Data by us, you or any other End User in connection with the Services will not breach any laws or the rights (including intellectual property rights) of any person.
    5. You are solely responsible for maintaining a copy of all of your End User Data. We have in place for our own purposes policies and procedures to prevent data loss (and recovery) but does not make any guarantee around loss of End User Data and, as such, we expressly exclude any liability for any loss or corruption of any End User Data.
    6. You acknowledge that the operation of the Service depends on the entry by you and other End Users of accurate and up to date End User Data. You undertake to ensure that all End user Data inputted into the Service by or on behalf of you (or any of your Authorised Users) is accurate and up to date and without material omission.
  3. Third party websites and material

    1. The Website and the Services may contain links to other websites or resources over which Tapi does not have control (External Websites). Such links do not constitute an endorsement by Tapi of those External Websites. You acknowledge that Tapi is providing these links to you as a convenience, and you further agree that Tapi is not responsible for the content of any External Websites. Your (and your Authorised Users’) use of the External Websites is entirely at your own risk and is subject to the terms of use and privacy policies located on the External Websites.
  1. Termination and suspension

    1. We may immediately by notice in writing to you, terminate your access to the Services and the Website (or, in our discretion, suspend the provision of the Services to you) where:
      1. you fail to comply with any material term of these Terms of Use;
      2. you fail to pay any applicable Fees or other amounts by the due date for payment;
      3. you (or any of your Authorised Users or personnel) breach, or attempt to breach, any of our security protocols or systems applicable to the Website, or access (or attempt to access) an account that does not belong to you;
      4. there is an appointment of any type of insolvency administrator in respect of your affairs;
      5. required by law; or
      6. we consider it necessary or desirable to do so to protect our interests or reputation or the interests of any other person.
    2. We may also suspend access to the Website and the Services at any time:
      1. for such time as is necessary to carry out maintenance we consider to be necessary or desirable;
      2. to reduce or prevent interference with the Website or the Services; and
      3. if required to do so as a result of a direction by any Government, law enforcement or other authority.
    3. You may by notice in writing to Tapi, terminate this agreement between you and Tapi where:
      1. we fail to comply with any material term of these Terms of Use; or
      2. there is an appointment of any type of insolvency administrator in respect of Tapi’s affairs.
    4. Subject to clause 8.5, upon termination of the agreement between us (for any reason):
      1. you acknowledge and agree that no Fees (paid in advance and which relate to the period following termination) will be refunded to you;
      2. you must immediately cease (and ensure all your Authorised Users immediately cease) to access or use the Subscription Services and destroy all access codes or passwords related to the Subscription Services and Confidential Information in your possession or under your control;
      3. all of your End User Data, other than Anonymous Data or Aggregate Data, shall be deleted from the Website;
      4. your account shall be removed from the Website;
      5. any termination will be without prejudice to any prior breaches by you (or any of your Authorised Users) of these Terms of Use; and
      6. any provision of these Terms of Use intended to survive termination shall survive.
    5. If you are involved in any active Property Service Engagement at the date of termination, you may continue to use the Subscription Service in accordance with these Terms of Use until the completion of the relevant Property Service Engagement(s), except where termination has been initialled by us under clause 8.1, in which case any extension shall be at our sole discretion.
    6. You acknowledge that we may, without notice to you, terminate or suspend access to the Subscription Service by any other End User in accordance with these Terms of Use. Such termination or suspension may affect your ability to utilise the Subscription Service and undertake Property Service Engagements. We will not be liable to you in respect of any such termination or suspension.
  2. Updates and new versions

    1. We may provide updates to or new versions of the Software or Subscription Service (or any parts of them) and reserve the right to take down applicable servers hosting the Website and the Software to undertake such updates or install such new versions. You agree to comply with our instructions in relation to any update, new version or maintenance and we will not be held liable for any upgrade, update, maintenance or new version of the Software or Subscription Service (or any part of them).
  3. Warranties

    1. We will use our commercially reasonable efforts to ensure that the Services are accessible by you in accordance with these Terms of Use.
    2. In the event of any breach of clause 10.1 or any other term, condition or warranty that we are unable to exclude by law, your sole remedy will be (at our option) the resupply of the non-conforming Service within a commercially reasonable time or a refund of the Fees paid by you for such non-conforming Service.
    3. Tapi does not represent that the Services are error-free or will satisfy your requirements. Nor does Tapi provide any warranties in respect of the accuracy, completeness, timeliness or supply of information via the Website. The obligation of Tapi in clause 10.1 is in lieu of all other warranties in respect of the Website and the Services. To the maximum extent permitted under applicable law, all other warranties, condition and representations, whether express, implied or verbal, statutory or otherwise, and whether arising under these Terms of Use or otherwise, are excluded (including, without limitation, the implied warranties of merchantability, non-infringement and fitness for a particular purpose).
    4. We use commercially available anti-virus software in the provision of the Subscription Service, but we cannot guarantee that the Subscription Service will be free from viruses, trojan horses, worms, time bombs, or similar harmful programming routines.
  4. Limitation of liability and indemnity

    1. To the extent we do become liable to you in connection with these Terms of Use or the Services, then all claims by you against us whether in contract, equity, tort (including negligence), breach of statutory duty or otherwise) or any other theory of liability are limited in aggregate to the Subscription Fee (if any) paid by you in the 12 month period from the date on which you first access the Service (the Effective Date).
    2. Under no circumstances will we or our third party licensors, suppliers or resellers (or any of their directors, officers or employees) be liable, whether in contract, equity, tort (including negligence, breach of statutory duty or otherwise) or any other theory of liability for any direct or indirect: loss of profits, loss of revenue, liabilities or claims relating to the Website or the Services; loss of data (including any End User Data), breach of security or privacy, loss of anticipating savings; or for any indirect, special or consequential loss whatsoever.
    3. You will indemnify and hold us, our third party licensors, suppliers (and their directors, officers and employees), harmless from all claims, liabilities, damages, losses (including legal fees) and expenses, due to or arising out of any Property Services Engagement or your (or any of your personnel or Authorised Users’) use of the Services or End User Data, and/or any breach of any term of these Terms of Use by you or any of your Authorised Users.
  5. Assignment

    1. This agreement between you and Tapi is personal to you and you will not license, assign, resell, share, pledge, rent or transfer any of your rights under these Terms of Use or any part of them without our prior written consent (which may be withheld in our absolute discretion). If you are not a natural person, any change of control in your corporate entity will be deemed an assignment.
  1. Privacy

    1. We collect and process your personal information and personal information of you Authorised Users and other End users when you (or your Authorised Users, as applicable) access or use the Website and/or the Subscription Service. In order to provide you with the Services (and improve on them), we may also collect certain information about the performance of the Services and your (and your Authorised Users’) use of the Services.
    2. Our access to and use of all such personal information is governed by our Privacy Policy, which you can access on the Website (at www.tapihq.com/privacy-policyHowever, you acknowledge that information transmitted over the internet is inherently insecure.
    3. By agreeing to these Terms of Use, you also agree to the way we handle your (and your Authorised Users’) personal information under our privacy policy. Our privacy policy forms part of these Terms of Use.
    4. You must comply with all applicable privacy laws (including the New Zealand Privacy Act 1993) and our privacy policy in connection with your collection and use of any personal information of any person. You will not (and will ensure your Authorised Users do not) use the Website or the Services in a way that violates (or may be considered inconsistent with) the privacy, rights or civil liberties of any person (including in a way that prevents the exercise of them).
  2. Confidentiality

    1. Unless otherwise consented in writing by one party to the other, each party will maintain the confidentiality of all Confidential Information of the other obtained pursuant to these Terms of Use or otherwise in connection with the Services. The provisions of clause 14.1 do not apply to any information which:
      1. is public knowledge other than breach of this clause 14;
      2. is received from a third party who is in lawful receipt of the information and is able to disclose it to the recipient without restriction;
      3. is required by law to be disclosed; or
      4. in the case of Tapi, is necessary for Tapi to disclose in order to provide the Services or as otherwise required to exercise its rights and/or comply with its obligations in these Terms of Use.
  3. Force majeure

    1. Neither party shall be liable for any delay or failure to fulfil its obligations under these Terms of Use arising directly or indirectly from any circumstance beyond the reasonable control of the affected party (including, without limitation, acts of God, flood, earthquake, storm, fire, epidemic, war, embargoes, riot or civil disturbance), provided that the affected party shall:
      1. notify the other party as soon as practicable of the events; and
      2. use all reasonable endeavours to continue to perform its obligations and mitigate the effects of the event.
  4. Disputes

    1. You will not commence any court or arbitration proceedings relating to a question, difference or dispute relating to these Terms of Use or the Services (Dispute) unless you have first complied with this section.
    2. Where any Dispute arises, you (or your representative) and Rave will negotiate in good faith in an attempt to resolve the Dispute amicably.
    3. Where the Dispute cannot be resolved by way of good faith negotiations within 14 days (or such longer period agreed by you and us) of negotiations commencing, either you or we can elect to mediate any dispute in terms of the New Zealand Resolution Institute standard mediation agreement.
    4. If the Dispute cannot be resolved by way of mediation then either party may initiate arbitration or litigation in New Zealand.
    5. Nothing in this section will preclude a party from taking immediate steps to seek urgent injunctive relief before an appropriate court.
  5. General

    1. You must arrange (and maintain) adequate insurance with a reputable insurance company, as necessary to cover any loss or liability that you may incur in connection with your access to or use of the Services.
    2. Any problems that occur whilst accessing the Website or the Services (or any other correspondence with us) should be notified via the intercom chat system on the Website in at your earliest convenience.
    3. Any notices to be provided by us to you pursuant to these Terms of Use shall be made by either posting such notice on the Website or emailing you at the email address supplied to us for the purposes of opening your account or otherwise contacting you in connection with the Services.
    4. These Terms of Use and the provision of the Services provided hereunder will be governed by New Zealand law and you agree to submit to the exclusive jurisdiction of the New Zealand courts in respect of any disputes or claims arising out of or in connection with the Services. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
    5. Nothing express or implied in these Terms of Use shall be construed as constituting either party as the partner, agent, employee, office or representative of, or as a joint venture with, the other party, and neither party will make any contrary representation to any other person.
    6. If any of provision of these Terms of Use is determined to be illegal, invalid or otherwise unenforceable, then to the extent, it shall be severed and deleted from these terms and the remaining terms shall survive and continue to be binding and enforceable.
    7. No delay, neglect, or forbearance on the part of either party in enforcing against the other party any term or condition of these Terms of Use shall either be or be deemed to be a waiver or in any way prejudice any right of that party under these Terms of Use.
    8. These terms of Use (including, for clarity, our privacy policy) constitute the entire agreement between the parties with respect to the use of the Website and the Services and supersedes all prior or contemporaneous understandings regarding such subject matter.
  1. defined terms

    1. Additional Services has the meaning given to it in clause 20.1.
    2. Associated Services has the meaning given to it in clause 20.1.
    3. Authorised Users means, if you are a Property Manager, any of your personnel, contractors or representatives that you have authorised to access the Website and Service on your behalf and whose details you have notified to Tapi.
    4. End User means any person who is provided with access to the Subscription Service, and includes property managers, landlords, tenants and property maintenance contractors (and any of their personnel) who have been authorised (by Tapi or by another End User) to access or otherwise use the Subscription Service.
    5. End User Data means:

        (a) any information and data relating to a property; and
        (b) any other information (including personal information),

        that is provided by an End User to Tapi or inputted by an End User or Tapi (on behalf of that End User) into the Subscription Service.

    6. Fees means the monthly Subscription Fee and any Additional Service Fees (as defined in clause 20.1).
    7. Property Manager means an individual or entity that carries out property management services and has subscribed for the Service in its capacity as a property services manager.
    8. Services means the Subscription Service, Associated Services and Additional Services that Tapi performs for you.
    9. Service Engagement Contact means the service engagement contract set out in schedule 1.
    10. Software means any underlying software used to provide the Service, including any third party software or solutions.
    11. Subscription Fee means (if applicable) the monthly subscription fee payable by you for the Subscription Services, as specified in your proposal from Tapi.
    12. Subscription Services means the subscription services described in clause 1.1.
    13. Tapi, we, us and our means Tapi Limited.
    14. Terms of Use means these terms of use together with any applicable Tapi policies made available by Tapi to you or your Authorised Users via the Website or otherwise, and includes the Tapi privacy policy on the Website at www.tapihq.com/privacy-policy(as amended from time to time).
    15. Website means the Tapi website at www.tapihq.com and includes all information, tools, and services available on the Website.
    16. You and Your means the subscriber who has accepted these Terms of Use and wishes to access and use the Website and/or the Services, and includes any entity on behalf of which the subscriber has accepted these Terms of Use.
PART B: PROPERTY MANAGER SPECIFIC TERMS
  1. registration

    1. If you wish to access and use the Subscription Service you must be a registered user of the Website.
    2. In order to become a registered user and activate an account on the Website, you must complete the registration process on the Website.
    3. Only your Authorised Users may access the Services on your behalf. You may authorise any of your employees, contractors or representatives to be an Authorised User, provided that you have notified Tapi (via the Website) of each such Authorised User’s name and other information regarding each Authorised User that Tapi reasonably requires.
    4. Despite clauses 19.1 to 19.3, it is acknowledged and agreed that Property Managers who have entered into a contract with us for the Subscription Services prior to September 5th may continue to access and use the Subscription Services on the terms of their existing contract.
  2. Services

    1. In addition to the Subscription Services, we will provide you with the standard integration, support and training services explained to you during customer training (Associated Services) and the cost of such Associated Services will be included in the Subscription Fee. However, if you wish to request additional configuration, implementation, support and/or training services from Tapi at any time throughout the Term (Additional Services) and Tapi (in its sole discretion) agrees to provide such Additional Services, you agree to pay us the cost of providing such Services (on a time and materials basis, as notified by us at the relevant time) (Additional Services Fees).
  3. Fees

    1. In consideration of your use of the Subscription Service and the Associated Services, you will pay us the monthly Subscription Fee.
    2. In consideration of the provision of any Additional Services, you will pay us the Additional Service Fees.
    3. The Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on Tapi’s income. If Tapi is required to pay or collect any federal, state, local, or value-added tax on any fees charged under these Terms of Use, then such taxes and/or duties will be billed to and paid by you immediately upon receipt of Tapi’s invoice and supporting documentation for the taxes or duties charged.
    4. You agree that your subscription to the Subscription Service is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding the future functionality or features.
  4. Payment of fees

    1. We will invoice you every month for the Subscription Fee and any Additional Service Fees. An invoice for the first instalment of the Subscription Fee will be issued to you on the Effective Date. Payment of each invoice is due within 20 days of the date of invoice.
    2. Fees shall be payable by you (without set-off or deduction, withholding or counterclaim).
    3. Notwithstanding any other term of these Terms of Use, you acknowledge and agree that:
      1.  none of the Fees payable under these Terms of Use (nor any part of them) are refundable, even in the event of termination of your agreement with us or access to the Subscription Service (for any reason).
    4. If you default in payment of any amount payable under these Terms of Use, we may:
      1.  suspend the provision of the Services until such time as you have made payment in full of all amounts due and owing under these Terms of Use;
      2.  charge interest on the unpaid amount from the due date until the date of actual payment at 10% per annum, compounded monthly until paid; and
      3.  charge you all costs incurred by us in connection with the recovery of the unpaid amounts, including the charges from debt recovery services and legal fees on a solicitor and own client basis.
  5. termination

    1. Either party may terminate the agreement formed between us by virtue of these Terms of Use and your Terms of Engagement on written notice to the other party, with such termination becoming effective at the end of the current invoice period.
  6. Records and audit

    1. You will maintain full, accurate and up to date records of all Property Service Engagements and your (and your Authorised Users’) access to and use of the Services.
    2. You will provide us with access to your records, personnel and Authorised Users and such other information as its reasonably requested by us to enable us to confirm your (and your Authorised Users’) compliance with these Terms of Use.
  7. other terms

    1. You agree the Services are acquired for the purposes of a business, and as such, the guarantees provided under the New Zealand Consumer Guarantees Act 1993 (and/or any other applicable consumer legislation in the jurisdiction in which the Services are being performed) do not apply.