Aider End User Terms and Conditions
As of 20 September 2021
Welcome to AIDER, a digital assistant designed especially for small businesses and their accountants. Please read these Terms carefully before using the services offered by AIDER. By using the Website or other features, services, products, or Software offered by AIDER (collectively, the “Service(s)”), you (hereafter “you”, “User” or “You”) agree to be bound by this Agreement.
These Terms are intended to explain our obligations as a service provider and Your obligations as a customer.
If you don’t agree with these new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Service. If you use the Service in any way after a change to the Terms is effective, that means you agree to all of the changes. Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity). You hereby certify you are legally permitted to use the Service, and take full responsibility for the selection, access, and use of the Service. You and, as the case may be, that organization or entity referred to earlier in this paragraph, and Aider are all parties to these Terms (the “Parties”).
These Terms are void where prohibited by law, and the right to access and use the Service is revoked in such jurisdictions.
Access to the Service and Content on any mobile, tablet, console or other devices are subject to technical requirements as set out in the Apple App Store or Android Play store.
- “AIDER” means AIDER International Limited, a company registered at B:Hive, Smales Farm, 74 Taharoto Road, Takapuna, Auckland 0622, New Zealand, registration number 6570073.
- “Confidential Information” includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorized disclosure by the other party.
- “Content” means the materials, information analysis, or other, displayed or performed or available on or through the Service, including but not limited to, Your Data, text, graphics, other date, articles, photos, images, illustrations, User Submissions (defined below) and projections, predictions and forecasts arising or generated from Your Data for You.
- “Data” means any data inputted into the Software or Website, or made available for access by the Software or Website, by You or with Your authority.
- “Fee Schedule” means the information relating to subscriptions and billing set out on the subscriptions and billing pages on the Website, or any other page(s) on the Website notified by AIDER, or the Software, which may be updated or amended by AIDER from time to time.
- “Intellectual Property Right(s)” means any brand names, business and domain names, logos, trade secrets, inventions, technical information, concepts and ideas, rights in computer software and design, database rights, confidential information, patent, trade and service marks, copyright, moral right, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
- “Software” means the web-based or mobile application developed by AIDER and made available to You.
- “Website” means the Internet site at the domain “staging-aider.kinsta.cloud”, “advisory.staging-aider.kinsta.cloud” or any other site operated by AIDER.
- Use of the Service
What are the basics of using the Service?
(a) You will be required to sign up for an account by referencing one of the pre-advised third party accounts (“Account”) attributed to you. As a condition to using the Service or in order to create certain statements through the Service, you may be required to supply AIDER with certain registration information, including a valid email address.
(b)You undertake to provide us with accurate, complete, and updated registration information about yourself. You may not select or use a name or Account of another person with the intent to impersonate that person. You shall not use another user’s Account or any other person’s registration information for the Service without that person’s permission.
(c) Your right to use the Service continues until it is terminated by either party. You may terminate by discontinuing use of the Service. AIDER may terminate for breach in accordance with clause 14 of these Terms.
(d) AIDER will use reasonable efforts to ensure that the Service is available twenty-four hours a day, seven days a week. However, there will be occasions when the Service will be interrupted for maintenance, upgrades and emergency repairs. Every reasonable step will be taken by AIDER to minimize such disruption where it is within AIDER’s reasonable control. You agree that AIDER will not be liable in any event to you or any other party for any suspension, modification, discontinuance or lack of availability of the Service.
(e) By creating an Account, You consent to receiving marketing, promotional and other material by way of electronic messages from AIDER.
(f) You will ensure that all usernames and passwords required to access the Service are kept secure and confidential and You will notify us immediately of any unauthorized use of Your password or any other breach of security. We may, at our sole discretion, suspend or terminate Your Account and limit your access to the Service.
- What are my rights in the Service?
Any specific separate piece of the Content, and all the Content as a whole, is protected by copyright and/or other intellectual property laws. You undertake to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Service, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including AIDER’s) rights.
- What if I see something on the Service that infringes my copyright?
We respect others’ intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers. We (or our licensors) own the copyright and all other intellectual property rights in the contents of the Website and the Service. You must not distribute or copy any content on the Website for any commercial purpose and you must not incorporate any content, or any part of it, in any other work (whether in hard copy, electronic or any other form) without our prior written consent.
- Who is responsible for what I see and do on the Service?
- Any information or Content publicly posted or privately transmitted through the Service is the sole responsibility of the person from whom such information or Content originated, and you access all such information or Content at your own risk. We aren’t liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the information or Content or what actions you may take as a result of having been exposed to the information or Content, and you hereby release us from all liability for you having acquired or not acquired information or Content through the Service.
- You are responsible for all Content you contribute, in any manner, to the Service, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Service.
- AIDER has no control over, and assumes no responsibility for, the Content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Service. In addition, AIDER will not and cannot monitor, verify, censor or edit the Content of any third party site or service. By using the Service, you release and hold us harmless from any and all liability arising from your use of any third party website or service.
- You acknowledge that the internet is inherently insecure. You accept the risk that any information stored or transmitted on the internet or through email may be intercepted or subject to non-authorized access or fraudulent behaviour. If you think someone is accessing your Account without your consent or if you would like to report disclosure of your Account Information, please contact us at email@example.com.
- Will AIDER ever change the Service?
We’re always trying to improve the Service, so it may change over time. We may suspend or discontinue any part of the Service, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Service. We’ll try to give you notice when we make a material change to the Service that would adversely affect you, but this isn’t always practical. Similarly, we reserve the right to remove any Content from the Service at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.
(a) Each of the parties agrees:
- not to disclose any Confidential Information to any third parties except as mandated by law and except to our subcontractors providing Services hereunder who agree to be bound by confidentiality obligations no less stringent than those set forth in this Agreement;
- not to use any Confidential Information for any purposes except carrying out such party’s rights and responsibilities under this Agreement; and
- to keep the Confidential Information confidential using the same degree of care such party uses to protect its own confidential information; provided, however, that such party shall use at least reasonable care.
(b) These obligations shall survive termination of this Agreement. If a party breaches any of its obligations with respect to confidentiality or the unauthorized use of Confidential Information hereunder, the other party shall be entitled to seek equitable relief to protect its interest therein, including but not limited to, injunctive relief, as well as money damages.
- Privacy and Data Security
- assist us to better understand how our customers are using the Service;
- provide our customers with further information regarding the uses and benefits of the Service;
- enhance small business productivity, including by creating useful business insights from that aggregated data and allowing You to benchmark Your business’ performance against that aggregated data; and
- otherwise to improve the Service.
As a condition of these Terms, when accessing and using the Service, You warrant and represent that you will not:
- attempt to undermine the security or integrity of AIDER’s computing systems or networks or, where the Service are hosted by a third party, that third party’s computing systems and networks;
- use, or misuse, the Service in any way which may impair the functionality of the Service or Website, or other systems used to deliver the Service or impair the ability of any other user to use the Service or Website;
- attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to the computer system on which the Service are hosted;
- transmit, or input into the Website, any files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use);
- attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Service or to operate the Website except as is strictly necessary to use either of them for normal operation;
- not use the Service in connection with or to promote any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware, or other malicious programs or code, counterfeit goods, items subject to embargo, hate materials or materials urging acts of terrorism or violence, goods made from protected animal/plant species, recalled goods, any hacking, surveillance, interception, or descrambling equipment, cigarettes, illegal drugs and paraphernalia, unlicensed sale of prescription drugs and medical devices, pornography, prostitution, body parts and bodily fluids, stolen products and items used for theft, fireworks, explosives, and hazardous materials, government IDs, police items, unlicensed trade or dealing in stocks and securities, gambling items, professional services regulated by state licensing regimes, non-transferable items such as airline tickets or event tickets, non-packaged food items, weapons and accessories;
- use the Service in any manner or for any purpose that violates any law or regulation, any right of any person, including but not limited to intellectual property rights, contract rights, rights of privacy, or rights of personality, or in any manner inconsistent with these Terms or with any terms or conditions or obligations relating to any third party website, app, API or the like;
- use the Service in connection with life support systems, or other mission critical applications where human life or property may be at stake. You understand that the Service is not designed for such purposes and that its failure in such cases could lead to death, personal injury, or severe property or environmental damage for which AIDER is not responsible; or
- use the Service to sell, lease, share, transfer, repurpose for sale or sublicense the Service without AIDER’s prior, express, written permission.
- Any Data may be stored in servers located in countries outside of New Zealand. AIDER will take reasonable steps and use industry standard procedures to ensure that Data is kept secure and confidential.
- You grant AIDER a license to use, copy, transmit, reference, disclose or back-up your Data for purposes including support and training in accordance with these Terms or as required for AIDER to provide the Service. Title to and all Intellectual Property Rights in any Data you input into the Service remain your property.
- You represent and warrant that: (i) any and all Data you submit via the Service are your sole and exclusive property; or (ii) you have secured any and all authorization and rights to obtain and use the Data as contemplated by this Agreement and as applicable under the relevant laws.
- For all Data, you hereby grant AIDER a license to translate, modify (for technical purposes, for example making sure your content is viewable on an iPhone as well as a computer) and reproduce and otherwise act with respect to such Data, in each case to enable us to operate the Service. This is a license only – your ownership in Data is not affected.
- If you share Data or Confidential Information publicly on the Service and/or in a manner that more than just you or certain specified users can view, or if you provide us (in a direct email or otherwise) with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Service (each of the foregoing, a “Public Submission”), then you grant AIDER the licenses above, as well as a license to display, perform, and distribute your Public Submission for the purpose of making that Public Submission accessible to all AIDER users and providing the Service necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public Submission in connection with the Service and/or otherwise in connection with AIDER’s business. Also, you grant all other users of the Service a license to access that Public Submission, and to use and exercise all rights in it, as permitted by the functionality of the Service.
- You agree that the licenses you grant are royalty-free, perpetual, sub-license-able, irrevocable, and worldwide, provided that when you delete your AIDER account, we will stop attributing your Data to you, and you understand and agree that it may not be possible to completely delete that content from AIDER’s records, and that your User Submissions may also remain viewable elsewhere to the extent that they were copied or stored by other users.
- You acknowledge and agree that you are responsible for complying with all laws and regulations regarding the use and disclosure of Data including but not limited to the Privacy Act 2020 (or any replacement legislation) and any other requirements under New Zealand or relevant law.
- Intellectual Property
- Title to and all Intellectual Property Rights in the Service, the Website and any documentation relating to the Service remain the property of AIDER (or its licensors).
- If You enable third-party applications for use in conjunction with the Service, You acknowledge that AIDER may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Service. AIDER shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.
- You may not publish or use the AIDER Intellectual Property Rights without our prior written permission.
- Unless specifically excluded via another agreement in writing, you agree to grant us with a non-exclusive royalty free license to use your name and logo for our marketing and promotional material, including marketing and promotional material featured on our Website.
AIDER may elect to provide you with support or modifications for the Service (collectively, “Support”), in its sole discretion, and may change, reduce or terminate such Support at any time without notice to you. Details of Support will be made available on the Website or in the Software.
- You will pay AIDER the fees set out in the Fee Schedule, together with any tax which may be payable in respect of the supply of the Service or otherwise under these Terms. We may amend the Fee Schedule from time to time at our discretion. We will notify you before the fees are amended, and if you wish to continue using the Service, you must pay the updated fees set out in the Fee Schedule for the Service from the date of notification.
- All payments by You will be full, free and clear of any deduction, withholding, set-off, counterclaim or other claim.
- You will pay all accounts by the due date specified. Failure by You to make payment in full of any amount payable pursuant to these Terms on the due date constitutes a default.
- You will indemnify AIDER against all loss, costs and expenses, including legal costs on a solicitor/client basis, which we may suffer or incur as a result of any failure by You to make due and punctual payment.
- Termination and Breach
- You can cancel your account at any time, following the expiry of any relevant agreed term, by providing 30 days written email notice to firstname.lastname@example.org.
- Upon your account being cancelled in accordance with clause 14(a), we agree to only charge you again for no more than one month’s fees, if fees are payable. You will not be entitled to a refund for any fees that you have already paid, and cancellation is not effective unless and until no money is owing on your account.
- If You:
- breach any of these Terms and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
- breach any of these Terms and the breach is not capable of being remedied; or
- You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,
then AIDER may take any or all of the following actions, at its sole discretion:
- Terminate this Agreement and Your use of the Service and the Website;
- Suspend for any definite or indefinite period of time, Your use of the Service and the Website; or
- Suspend or terminate access to all or any Data.
- If we suspend or cancel your account, you must not create another one without our prior approval. No refund or other credit is payable to you on cancellation unless we agree otherwise.
- Full payment for all unpaid Services will become due immediately upon any of the events set out in clause 14(c) occurring.
- Clauses 7, 11 and 15 to 17 shall survive termination.
- Users of the Service may gain access to third party sites on the Internet through hypertext or other computer links on the Service. Third party sites are not within the supervision or control of AIDER. AIDER does not make any representation or warranty whatsoever about any third party site that may be linked to or from the Service.
- AIDER has no special relationship with or fiduciary duty to you. You acknowledge that AIDER has no control over, and no duty to take any action regarding: which users gain access to the Service; what Content you access via the Service; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. AIDER makes no representations concerning any Content contained in or accessed through the Service, and AIDER will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Service.
- AIDER DOES NOT REPRESENT OR WARRANT THAT THE SERVICE IS FREE OF INACCURACIES, ERRORS, BUGS, VIRUSES, INTERRUPTIONS, OR OTHER HARDFUL FEATURES, OR IS RELIABLE, ACCURATE, COMPLETE, OR OTHERWISE VALID. WE DO NOT WARRANT OR REPRESENT THAT THE SERVICE WILL BE COMPLETELY SECURE OR PRIVATE ALL OF THE TIME. HOWEVER, WE DO TAKE REASONABLE STEPS TO AVOID OR MITIGATE THESE TYPES OF ISSUES.
- THE SERVICE IS PROVIDED “AS IS” WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND AND AIDER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND/OR NON-INFRINGEMENT. YOUR USE OF THE SITE AND THE SERVICE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM YOUR USE INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE PHONE OR LOSS OF DATA.
- Limitation of Liability
- To the maximum extent permitted by law, AIDER excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including consequential or special loss or loss of opportunity, information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
- If You suffer loss or damage as a result of AIDER’s negligence or failure to comply with these Terms, any claim by You against AIDER arising from AIDER’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Fees paid by You to AIDER in the previous 12 months.
- You will take all necessary action to defend and indemnify AIDER and its directors, employees and agents against all costs, expenses and damages incurred in connection with any claim brought by a third party against AIDER (or its directors, employees and agents) that arise from a breach by You of any of these terms and conditions.
- If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 14(a).
- General Terms
- Relationship: For all purposes of the Terms, you and AIDER shall be and act independently and not as partner, joint venture partner, agent, employee or employer of the other. You shall not have any authority to assume or create any obligation for or on behalf of AIDER, express or implied, and you shall not attempt to bind AIDER to any contract.
- Partial invalidity: If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision and the other provisions of such documents remain in full force and effect.
- Force Majeure. A party shall not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is:
- beyond the reasonable control of a party,
- materially affects the performance of any of its obligations under this Agreement, and
- could not reasonably have been foreseen or provided against.
- Taxes: You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Service, provided that the AIDER may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit.
- Assignment: You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Service account, in any way (by operation of law or otherwise) without AIDER’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
- Jurisdiction. The Agreement will be governed by and construed in accordance with the laws of New Zealand, and the courts of New Zealand shall have exclusive jurisdiction in any proceedings relating to it.
- Goods and Service Tax (‘GST”) Declaration for Australian Businesses. If You represent, or are, a business resident in Australia, you declare that you are registered for GST in Australia and are acquiring the Service for use in that same Australian business.
- Waiver: AIDER’s failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
- Notices: Any notice to AIDER that is required or permitted by these Terms shall be in writing and shall be deemed effective upon receipt, when sent by confirmed e- mail to email@example.com or when delivered by nationally recognized overnight courier or mailed by first class, registered or certified mail, postage prepaid, to:
AIDER International Ltd
74 Taharoto Road
Last updated: September 2021