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Terms and Conditions

User Terms and Conditions for the Ōkupu App

  • Acceptance of Terms
      1. Introduction: These terms and conditions (Terms) apply to your use of the Ōkupu translation mobile application (App). These Terms form a legal contract between you (the registered user of the App) and Ōkupu ki Tua Limited, a limited liability company incorporated under the laws of New Zealand. By downloading, installing, and/or using the App, you accept these Terms. If you do not accept these Terms, you must not download, install, or use the App.
      2. Amendments: We may change these Terms at any time by updating them on the App and/or the Website. Unless stated otherwise, any change takes effect immediately. You are responsible for ensuring that you are familiar with the latest Terms. If you do not wish to be bound by the revised Terms, you must cease to use the App in the manner set out in clause 10.1 below. Your continued use of the App after the revised Terms become effective constitutes your agreement to be bound by the revised Terms as published.
  • Registration as a user
      1. Eligibility: To be eligible to use the App you must be eighteen (18) years of age or older and have the capacity to form legally binding contracts under New Zealand law. If you are not eighteen (18) years of age or older, or do not have capacity to contract, please do not register to use the App.
      2. Process for registration: To request registration to use the App, you must provide us with all user account details and other information requested by us, which include your name, email address, physical address, and phone number. 
      3. Warranties: By registering to use, or using the App, you represent and warrant that: 
          1. you have the right, authority and capacity to enter into these Terms and you commit to abide by all of the Terms; and
          2. you have provided accurate and current personal information and other user account details when registering with us.
      4. Security: You are responsible for keeping your user account details, including your user name and password, secret and secure so that no other person may gain access to your account. You must immediately notify us if you become aware of any use of your user account details by another person, by sending an email to enquiries@okupu.co.nz.
  • Use of the App
      1. Right to use: Subject to your paying the Fees when due and remaining in compliance with these Terms, we grant you the non-exclusive right to download, install, access and use the App on any compatible device that you own or control for the sole purpose of accessing the services offered through the App. You must, at your own cost, maintain any equipment and connections necessary for you to access or use the App.
      2. Permitted use: You may: 
          1. use the App in accordance with these Terms solely for the purpose of obtaining English to Te Reo Māori translation services and not for any unlawful purpose; and 
          2. use the App and the services provided through it for your own personal use only (and not for any commercial gain or benefit).
      3. Restrictions: When accessing or using the App, you must: 
          1. not transfer or resell the App to any third party, act as a service bureau in respect of the App, or otherwise commercially exploit the App; 
          2. not impersonate another person or misrepresent authorisation to act on behalf of others or us;
          3. not attempt to undermine the security or integrity of any of our systems;
          4. not use, or misuse, the App in any way which may impair the ability of any other use to use the App;
          5. not attempt to view, access or copy any material or data other than that to which you are authorised to access; and
          6. not use the App in a manner, nor transmit, input or store any Data, that breaches any third party right (including intellectual property rights and privacy rights) or is objectionable, incorrect or misleading. 
  • Changes, updates, and support
      1. Changes: The App, its features and the service provided through it are dynamic in nature. There is no guarantee that they will stay the same. We may, at any time:
          1. change, refine, or otherwise modify the features and functionality of the App; or
          2. cease, discontinue, or temporarily suspend the availability of the App.
      2. Additional terms: From time to time we may advise you of additional terms or restrictions that apply to a particular function or feature, or on your use of the App. You must comply with all such additional terms and restrictions.
      3. Updates: If we release an update to the App and you do not install that update, some or all of the functionality on the App may not be available to you. You must always update to the latest version of the App as soon as reasonably practicable. 
      4. Maintenance: Certain services provided through the App may be unavailable from time to time to permit maintenance or other development activity to take place. We will use reasonable efforts to advise you in advance of any unavailability.
      5. Support: We will use reasonable efforts to provide email support in the form of consultation and assistance. We are not required to provide support and/or may charge you additional fees for any support provided.
  • Fees and payment
      1. Charging of fees: You must pay to us the Fees and all other amounts, plus GST, either through the App or upon invoice by us. Fees must be paid in full without set-off or deduction. Fees paid are non-refundable. 
      2. Payment method: You must pay the Fees by bank account transfer, direct debit, or by credit card. We may require you to provide both direct debit and credit card details as alternative payment methods. In supplying your bank account and/or credit card details, you authorise us to invoice and/or any payment service provider (such as Stripe) to process payment of the Fees and any other outstanding amounts (as applicable) as they become due. If your payment by one payment method fails, we may to take payment from the alternative payment method you have provided.
      3. Non-payment: If you do not pay any amount due, without limiting any of our other rights or remedies, we may do any or all of the following: 
          1. charge default interest which becomes immediately due for payment;
          2. temporarily suspend, or terminate, your right to access and/or use the App; and/or
          3. require you to pay, on demand, all costs and expenses incurred by us in the recovery or attempted recovery of any overdue amount, including any debt collection agency fees, legal fees and administration costs.
      4. Other costs: The App requires access to a compatible device and the internet. Mobile devices, communications links and systems compatibility (and all costs associated with such items) are your sole responsibility. You agree that we are not responsible for any of those charges. You must comply with any applicable third party service providers’ terms of use when using the App.
      5. Apple and Google: You agree that you will be liable for all charges arising in connection with the use of the Apple or Google Play account through which you have downloaded the App. You are responsible for keeping each device on which you have installed the App safe and secure. You will be responsible for all use of the App and any services purchased via your Apple or Google Account, even unauthorised use of and access to your account. 
  • Data and Privacy
      1. Access to Data and consents: You acknowledge that we require access to the Data to provide the App, to provide services through the App, and otherwise give effect to these Terms. You agree that we may authorise our personnel to access the Data, and you hereby grant (and must arrange) all necessary consents and approvals for us to access the Data, for that purpose.
      2. Privacy: For us to provide the App, you will need to provide personal information to us.  Our Privacy Policy, as updated from time to time, applies to our collection, storage, use, and disclosure of personal information.
      3. Third party claims: You indemnify us against any loss, cost, or damage arising from any claim by a third party that any Data infringes the rights of that third party (including intellectual property rights and privacy rights) or that the Data is objectionable, incorrect or misleading.
  • Intellectual Property Rights
      1. Limited licence: We grant you a limited, revocable at will, and non-exclusive right to download, install and use the App in accordance with these Terms. 
      2. Ownership of App: You agree that title to, and all intellectual property rights in, the App and all information, text, graphics, artwork, photographs, logos, icons, sound recordings, videos and look and feel forming part of the App, and all underlying systems, are the property of us (and/or our licensors). Nothing in these Terms transfers that ownership and you agree to not dispute our ownership of such items at any time.
      3. Ownership of Data: Title to, and all intellectual property rights in, the Data (as between you and us) is your property. You grant us a worldwide, non-exclusive, fully paid up, transferable, perpetual, irrevocable, sub-licensable, licence to use, store, copy, modify, translate, make available and communicate the Data for any purpose connected with the exercise of our rights and performance of our obligations under these Terms (including our providing the Data to translators).
      4. Licence from you: To the extent not owned by us, you grant us a worldwide, non-exclusive, fully paid up, transferable, perpetual, irrevocable licence to use any know how, techniques, ideas, methodologies used or discovered by us in the provision of the App.
      5. Restrictions: You may not, without out prior written permission, in any form or by any means:
          1. adopt, reproduce, copy, store, distribute, print, display, perform, publish or create derivative works from any part of the App; or
          2. commercialise, copy or on sell any information, or items obtained from any part of the App except to the extent permitted by these Terms. 
  • Disclaimers
      1. General: You agree that your use of the App is at your own risk. We make no warranty nor representation that the App will:
          1. meet your requirements or be suitable or fit for any particular purpose, including that the use of the App will fulfil or meet any statutory role, responsibility or obligation imposed on you; or
          2. be secure, free of viruses or other harmful code, uninterrupted or error free.
      2. Translation tasks: While we use reasonable endeavours to vet the credentials of all persons who perform translation tasks, you acknowledge that we do not perform those translation tasks and have no responsibility for the performance of those tasks. As such, we provide no warranty about quality of any translation you receive through the App. 
      3. Networks: You acknowledge that the services available through the App are provided over the Internet and mobile networks. We do not accept any responsibility for any inability to use the App, or any services available through the App, that arises from an issue between you and your network or communication provider.
      4. Third party fraud: We have endeavoured to ensure that appropriate systems are in place to reduce the risk of debit/credit card abuse and other forms of fraudulent activity. However, we do not accept responsibility for protecting App users from debit/credit card abuse or other forms of wrongdoing or other fraudulent activity by any third party.
      5. Consumer guarantees: Nothing in these Terms will limit the effect of the Consumer Guarantees Act 1993 beyond the extent permissible by law.
      6. Other warranties excluded: To the maximum extent permitted by law, our warranties are limited to those set out in these Terms, and all other conditions, guarantees or warranties whether express or implied by statute or otherwise (including any warranty under the Contract and Commercial Law Act 2017) are expressly excluded.
  • Liability
      1. Exclusions: To the maximum extent permitted by law:
          1. your access and use of the App is at your own risk;
          2. we exclude all warranties and liability that may apply to (or arise out of) your use of (or inability to use) the App and exclude any liability to you for any damage or alteration to your equipment (including your mobile device) as a result of your installation or use of the App;
          3. we are not liable to you for any loss of profit, use, revenue, data (including Data), savings, business, and/or goodwill, or indirect, consequential or incidental loss or damage, arising under these terms or in connection with these Terms, your access and/or use of (or inability to access or use) the App, nor any information derived from use of the App (including any translation); and
          4. these exclusions apply regardless of whether our liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.
      2. Limitation: To the maximum extent permitted by law, each party’s liability to the other party (except in the event of your breach of intellectual property rights), is limited to the total Fees paid by you under these Terms in the three months immediately preceding the most recent event (or events) giving rise to liability, where such liability arises under or in connection with: 
          1. these Terms or the App; 
          2. your access and use of (or inability to access or use) the App; or 
          3. any information derived from use of the App (including any translation). 
      3. Saving: Nothing in these terms has the effect of contracting out of or excluding or limiting liability that cannot, at law, be excluded or limited.
  • Cancellation, termination, and suspension
      1. Cancellation: You are entitled to cancel your user account for the App at any time. You may cancel your user account by emailing enquiries@okupu.co.nz. 
      2. Suspension or termination for breach: Without limiting any other right or remedy available to us, we may immediately suspend your access to, or use of, the App, or terminate your user account, where we consider that you have:
          1. undermined, or attempted to undermine, the security or integrity of the App or any underlying system;
          2. used, or attempted to use, the App for improper purposes or in a manner that reduces the operational performance of the App; or
          3. breached these Terms or any applicable law.
      3. Termination in other circumstances: We may terminate your user account on written notice to you at any time without giving any reason. Such termination will be effective at the time we elect (which may be immediately). 
      4. Effect of cancellation or termination: If your user account is cancelled or terminated, your user account will be deactivated and all of your rights granted under these Terms will immediately come to an end (except to the extent that it is necessary for them to continue in respect of our ongoing storage of Data up to the date of permanent deletion). We are not liable for any loss following, or as a result of, cancellation or termination of your user account.
  • Apple and Google
      1. Apple App Store: If you have downloaded the App from the Apple App Store, the following additional terms and conditions apply:
          1. These Terms are solely between you and us, and not with Apple. We (and not Apple) are solely responsible for the App and its content (subject to these Terms). You acknowledge that Apple has no obligation to furnish any maintenance or support services to you in connection with the App.
          2. In the event of any failure of the App to conform to any warranty that might be contained or implied into these Terms, you may notify Apple, and Apple will refund the purchase price (if any) for the App. Except for the foregoing, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App.
          3. Any claim in connection with the App related to product liability, a failure to conform to applicable legal or regulatory requirements, claims under consumer protection or similar legislation or intellectual property infringement are governed by these terms, and Apple is not responsible for such claims.
          4. You must comply with the Apple App Store terms of use, including the Usage Rules.
          5. Apple and its subsidiaries are third party beneficiaries to these terms and, upon your acceptance of them, Apple will have the right to enforce these terms against you.
          6. All other terms and conditions of these terms apply to your use of the App.
      2. Google Play Store: Where you have downloaded the App from the Google Play Store, you agree:
          1. Your rights to install and use the App are subject to these terms and conditions and the relevant terms in the Google Play Store terms of service;
          2. Google is not responsible for the App in any way, including any maintenance or support of the App; and
          3. We (and not Google) are responsible for addressing any claims by you or a third party in connection with the App (including any claims by a third party that the App breaches that persons intellectual property rights).
      3. Restricted countries: You represent and warrant that you are not and will not, be located in any country that is the subject of a US Government embargo or that has been designated by the US Government a “terrorist supporting” country, and that you are not listed on any US Government list of prohibited or restricted parties.
  • Disputes
      1. General: Any disputes between the parties will be discussed in the spirit of goodwill. If a party has any dispute in connection with these Terms:
          1. that party will promptly give full written particulars of the dispute to the other;
          2. the parties will promptly meet (including by phone or video conference) and try to resolve the dispute;
          3. if the dispute is not resolved within 10 business days of written particulars being given (or any longer period agreed to by the parties), either party may refer the dispute to mediation; and
          4. party must not commence other legal proceedings, except an application for urgent interlocutory relief, without using the mediation procedure first, and only if the dispute has not been resolved within 20 business days of the appointment of the mediator. 
      2. Urgent actions: Nothing in this section 12 precludes either party from taking immediate steps to seek urgent interlocutory or equitable relief before a court of competent jurisdiction.
  • General
      1. Waiver: Our failure to enforce any right or provision of these Terms will not be deemed a waiver of that right or provision.
      2. Severability: If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, the part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If a modification is not possible, the part or provision must be treated for all purposes as severed from these Terms and the remaining terms are binding.
      3. Force majeure: We are not liable to you for any failure to provide the App or to otherwise perform our obligations under these Terms to the extent the failure is caused by something beyond our reasonable control. 
      4. Assignment: You may not assign or transfer any right or obligation under these Terms without our prior written consent. We may, assign, transfer or novate any or all of its rights and obligations under these terms to any related or successor entity (including any entity that acquires all or any part of our business or assets).
      5. Queries: Any queries or concerns you have regarding the App should be provided in writing to us at enquiries@okupu.co.nz.
      6. Entire agreement: These Terms and our Privacy Policy set out everything agreed by the parties relating to your use of the App and supersede anything else discussed, exchanged or agreed prior to you agreeing to these Terms. The parties have not relied on any representation, warranty or agreement relating to the App that is not expressly set out in these terms, and no such representation, warranty or agreement has any effect from the date you first agreed to these Terms. 
      7. Governing law: The laws of New Zealand will govern any disputes arising out of or relating to use of the service or these Terms. You submit to the non-exclusive jurisdiction of the courts of New Zealand in relation to any dispute connected with these Terms or the App. 
  • Definitions and interpretation
    1. Definitions: In these Terms, except as the context otherwise requires, the following terms have the following meanings:
        1. Apple means Apple, Inc. and other companies within its group.
        2. Data means any data inputted into the App by you or on your behalf, including personal information. 
        3. Fees means the fees (plus GST) payable by you for the use of the App, or any services available through the App (including translation services), as set out on the App and/or the Website, and as updated from time to time by us.
        4. Google means Google, Inc. and other companies within its group.
        5. GST means goods and services tax under the Goods and Services Tax Act 1985.
        6. Privacy Act means the Privacy Act 1993 and any amendment or replacement to that legislation, such as the Privacy Act 2020. 
        7. Privacy Policy means our privacy policy available on the Website.
        8. you (or your) means the individual who is registered to use the App and, as the context requires, includes any entity on whose behalf that individual has registered to use the App.
        9. we, us and our means Ōkupu ki Tua Limited
        10. Website means the website at https://www.okupu.co.nz/
    2. Interpretation: In these Terms, unless the context otherwise requires:
        1. the headings are for convenience only and have no legal effect;
        2. the singular includes the plural and vice versa;
        3. “including” and similar words do not imply any limit; 
        4. person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity; and
        5. monetary references refer to New Zealand dollars.

Translator Terms and Conditions for the Ōkupu App

1 Acceptance of Terms
1.1 Introduction: These terms and conditions (Terms) apply to your use of the Ōkupu translation mobile application (App), where you use the App as a registered “translator”. These Terms form a legal contract between you (the registered translator who uses the App) and Ōkupu ki Tua Limited, a limited liability company incorporated under the laws of New Zealand. By downloading, installing, and/or using the App, you accept these Terms. If you do not accept these Terms, you must not download, install, or use the App.
1.2 Amendments: We may change these Terms at any time by updating them on the App and/or the Website. Unless stated otherwise, any change takes effect immediately. You are responsible for ensuring that you are familiar with the latest Terms. If you do not wish to be bound by the revised Terms, you must cease to use the App in the manner set out in clause 11.1 below. Your continued use of the App after the revised Terms become effective constitutes your agreement to be bound by the revised Terms as published.
2 Registration as a translator
2.1 Eligibility: To be eligible to use the App as a translator you must:
(a) be eighteen (18) years of age or older and have the capacity to form legally binding contracts under New Zealand law. If you are not eighteen (18) years of age or older, or do not have capacity to contract, please do not register to use the App;
(b) have, and be able to demonstrate (upon request), sufficient proficiency in English to Te Reo Māori translation to provide high-quality and accurate translations for users of the App including, for example, holding a current certificate of competency in translating and/or interpreting te reo Māori, pursuant to Schedule 6 of the Māori Language Act 2016;
(c) actively use Te Reo Māori on a day-to-day basis;
(d) be fluent in both spoken and written Te Reo Māori;
(e) provide accuracy, fluency, and consistency of Te Reo Māori;
(f) have had some experience in English to Te Reo Māori translation;
(g) support the orthographic conventions set by Te Taura Whiri i te Reo Māori;
(h) support the use of tohutō in Māori language; and
(i) use clear oral speech when providing an audio translation.
2.2 Process for registration: To request registration to use the App, you must provide us with all user account details and other information requested by us, which include your name, email address, physical address, phone number, and bank account details. Your registration is subject to our approval, and we reserve the right to verify any information you provide. For the avoidance of doubt, we may, in our sole and exclusive discretion, refuse to register an applicant or allow an applicant to access or use the App.
2.3 Warranties: By registering to use, or using the App, you represent and warrant that:
(a) you have the right, authority and capacity to enter into these Terms and you commit to abide by all of the Terms; and
(b) you have provided accurate and current personal information and other user account details when registering with us.
2.4 Security: You are responsible for keeping your user account details, including your user name and password, secret and secure so that no other person may gain access to your account. You must immediately notify us if you become aware of any use of your user account details by another person, by sending an email to patai@okupu.co.nz.
2.5 Updating your details: You must maintain and update your personal or business information held by us to ensure it is kept current at all times. We may contact you to verify these details.
3 Use of the App
3.1 Right to use: Subject to your remaining in compliance with these Terms, we grant you the non-exclusive right to download, install, access and use the App on any compatible device that you own or control for the sole purpose of providing translation services to users through the App. You must, at your own cost, maintain any equipment and connections necessary for you to access or use the App.
3.2 Permitted use: You may use the App in accordance with these Terms solely for the purpose of providing English to Te Reo Māori translation services to App users and not for any unlawful purpose.
3.3 Translation tasks: The App enables you to accept translation tasks from users from time to time. You are only entitled to receive Service Fees in relation to a translation task that:
(a) you accept through the App;
(b) you have properly completed in accordance with any instructions and timeframes associated with the translation task.
3.4 Standards: It is your responsibility to ensure the quality of all translations you accept and complete. You (and not us) are solely and exclusively responsible for the quality and accuracy of any translation provided by you through the App to any user. You warrant to us and to the applicable user that, should you accept a translation task through the App, you are able to perform and complete the translation task to a high-quality standard. Without limiting the foregoing, you must ensure that background noise in any audio recording of a translation is minimised to the maximum extent possible.
3.5 Restrictions: When accessing or using the App, you must:
(a) not transfer or resell the App to any third party, act as a service bureau in respect of the App, or otherwise commercially exploit the App;
(b) not impersonate another person or misrepresent authorisation to act on behalf of others or us;
(c) not attempt to undermine the security or integrity of any of our systems;
(d) not use, or misuse, the App in any way which may impair the ability of any other use to use the App;
(e) not attempt to view, access or copy any material or data other than that to which you are authorised to access; and
(f) not use the App in a manner, nor transmit, input or store any Data, that breaches any third party right (including intellectual property rights and privacy rights) or is objectionable, incorrect or misleading.
4 Changes, updates, and support
4.1 Changes: The App, its features and the service provided through it are dynamic in nature. There is no guarantee that they will stay the same. We may, at any time:
(a) change, refine, or otherwise modify the features and functionality of the App; or
(b) cease, discontinue, or temporarily suspend the availability of the App.
4.2 Additional terms: From time to time we may advise you of additional terms or restrictions that apply to a particular function or feature, or on your use of the App. You must comply with all such additional terms and restrictions.
4.3 Updates: If we release an update to the App and you do not install that update, some or all of the functionality on the App may not be available to you. You must always update to the latest version of the App as soon as reasonably practicable.
4.4 Maintenance: Certain services provided through the App may be unavailable from time to time to permit maintenance or other development activity to take place. We will use reasonable efforts to advise you in advance of any unavailability.
4.5 Support: We will use reasonable efforts to provide email support in the form of consultation and assistance. We are not required to provide support and/or may charge you additional fees for any support provided.
5 Service Fees and payment
5.1 Service Fees: After you have successfully completed a translation task, we will make payment to you of the applicable Service Fees. We aim to make such payments within 10 business days. You must supply accurate bank account details for us to make payment to you.
5.2 No extra charges: You must not charge any additional amounts to, nor accept any payments directly from, any user.
5.3 Tax: You are responsible for your own taxation obligations in relation to any Service Fees you receive from us, including GST and income tax. For clarity, all payments we make to you are inclusive of GST (if any), meaning no additional amount will be payable by us to you on account of GST.
5.4 Refunds: Where we refund any amount paid to a user in relation to a translation task completed by you, we will either:
(a) deduct the amount of refund from the net amount paid to you in the next (or a later) transaction; or
(b) require you to pay back to us the amount of refund, upon request.
5.5 Other costs: The App requires access to a compatible device and the internet. Mobile devices, communications links and systems compatibility (and all costs associated with such items) are your sole responsibility. You agree that we are not responsible for any of those charges. You must comply with any applicable third party service providers’ terms of use when using the App.
5.6 Apple and Google: You agree that you will be liable for all charges arising in connection with the use of the Apple or Google Play account through which you have downloaded the App. You are responsible for keeping each device on which you have installed the App safe and secure. You will be responsible for all use of the App and any services purchased via your Apple or Google Account, even unauthorised use of and access to your account.
6 Relationship between you and us
6.1 Independent parties: Nothing in this agreement shall be construed as creating an employment relationship, partnership, or joint venture between us and you.
6.2 No authority: You have no authority to incur any obligation, make any representations, statements, warranties, or enter into any agreement on behalf of us unless expressly authorised by us in writing.
6.3 No claims:
(a) You confirm that you have no claim against us for annual leave, sick leave, long service leave, public holidays or similar benefits and any right to receive amounts under these Terms arises in respect of the actual performance and completion of translation tasks in accordance with these Terms.
(b) You agree to indemnify us in respect of all liabilities, costs (including legal costs on a solicitor/client basis), claims or demands, arising out of or connected to your calling into question or challenging your status as an independent contractor.
6.4 Protection of business: You agree that you will not at any time during the period for which you are performing translation tasks under these Terms or for a period of 6 months thereafter, whether directly or indirectly, on your own account or as agent, employee, contractor, principal, director, partner, shareholder, or otherwise, of any other person or persons, firm, or company, engage in any of the following for any reason:
(a) solicit, procure, direct, or accept the custom of, in competition with us, any person, firm or company who is a user of the App, or otherwise be instrumental to the diversion of business of any user from our business to any other business, without our express written consent; or
(b) solicit, endeavour to entice away from, or discourage from being employed by, us, any employee, contractor or sub-contractor of ours.
7 Data, Privacy, and Confidential Information
7.1 Privacy: For us to provide the App, you will need to provide personal information to us. Our Privacy Policy, as updated from time to time, applies to our collection, storage, use, and disclosure of personal information.
7.2 Processing of personal information: To the extent that Data contains personal information, in holding and/or processing that information App, you must comply with the Privacy Act and any other applicable privacy law.
7.3 Third party claims: You indemnify us against any loss, cost, or damage arising from any actual or alleged claim by a third party that you have caused any Data to be lost, misused, or accessed, used, modified, or disclosed without our authorisation.
7.4 Confidential Information: Any all times, including after termination/cancellation of your user account, you must:
(a) not disclose or use in any manner whatsoever, except for our benefit, any of the secrets, Confidential Information or knowledge, or any financial or trading information relating to our/us and its agents, employees, contractors and users, unless ordered to do so by a Court or competent jurisdiction or with our written authority;
(b) use your endeavours to prevent the disclosure or publication of any Confidential Information;
(c) not use any Confidential Information to your own benefit as distinct from us;
(d) not use or attempt to use any Confidential Information in any manner which may injure or cause loss whether directly or indirectly to us; and
(e) not turn your personal knowledge or influence over any of our employees, users, suppliers, customers or contractors to your own direct or indirect benefit.
8 Intellectual Property Rights
8.1 Limited licence: We grant you a limited, revocable at will, and non-exclusive right to download, install and use the App in accordance with these Terms.
8.2 Ownership of App: You agree that title to, and all intellectual property rights in, the App and all information, text, graphics, artwork, photographs, logos, icons, sound recordings, videos and look and feel forming part of the App, and all underlying systems, are the property of us (and/or our licensors). Nothing in these Terms transfers that ownership and you agree to not dispute our ownership of such items at any time.
8.3 Ownership of Data: Title to, and all intellectual property rights in, the Data is owned by the relevant user or us, and not by you. Nothing in these Terms transfers that ownership and you agree to not dispute our or the user’s ownership of such items at any time. We grant you a limited, revocable at will, and non-exclusive right to copy and modify any Data we make available through the App for the sole purpose of your performing translations for users under these Terms.
8.4 Material produced through translation tasks: All work produced by you in the performance of translation tasks under these Terms or related to the performance of translation tasks shall be our sole and exclusive property and we are entitled to any copyright, patent, design or other form of intellectual property rights in or arising from such translation tasks. Ownership of such of intellectual property rights vests in us immediately upon creation.
8.5 Licence from you: To the extent not owned by us, you grant us a worldwide, non-exclusive, fully paid up, transferable, perpetual, irrevocable licence to use any know how, techniques, ideas, methodologies used or discovered by us in the provision of the App.
8.6 Restrictions: You may not, without out prior written permission, in any form or by any means:
(a) adopt, reproduce, copy, store, distribute, print, display, perform, publish or create derivative works from any part of the App; or
(b) commercialise, copy or on sell any information, or items obtained from any part of the App except to the extent permitted by these Terms.
9 Disclaimers
9.1 General: You agree that your use of the App is at your own risk. We make no warranty nor representation that:
(a) the App will meet your requirements or be suitable or fit for any particular purpose, including that the use of the App will fulfil or meet any statutory role, responsibility or obligation imposed on you;
(b) the App will be secure, free of viruses or other harmful code, uninterrupted or error free; or
(c) there will be any particular volume of translation tasks available, or that you will receive any particular amount of Service Fees.
9.2 Networks: You acknowledge that the services available through the App are provided over the Internet and mobile networks. We do not accept any responsibility for any inability to use the App, or any services available through the App, that arises from an issue between you and your network or communication provider.
9.3 Third party fraud: We have endeavoured to ensure that appropriate systems are in place to reduce the risk of debit/credit card abuse and other forms of fraudulent activity. However, we do not accept responsibility for protecting App users from debit/credit card abuse or other forms of wrongdoing or other fraudulent activity by any third party.
9.4 Consumer guarantees and fair trading: Where the Consumer Guarantees Act 1993 (CGA) and/or the Fair Trading Act 1986 (FTA) apply nothing in these Terms shall contract out of or limit the application of those Acts. However, where you are “in trade” within the meaning of the FTA or the CGA (as the case may be), we and you agree to contract out of the CGA and sections 9, 12A, 13 and 14 of the FTA.
9.5 Other warranties excluded: To the maximum extent permitted by law, our warranties are limited to those set out in these Terms, and all other conditions, guarantees or warranties whether express or implied by statute or otherwise (including any warranty under the Contract and Commercial Law Act 2017) are expressly excluded.
10 Liability
10.1 Indemnity: You hereby indemnify us, and our agents, employees, and contractors from and against all or any costs, actions, proceedings, claims, demands and expenses (including legal costs on a client/solicitor basis) which it may incur or be subject to and against any loss or damage which it may sustain or incur arising out of or as a consequence of:
(a) a breach by you of any of these Terms; or
(b) your negligent or wrongful acts or defaults; or
(c) any claim by a user in connection with any translation provided by you.
10.2 Exclusions: To the maximum extent permitted by law:
(a) your access and use of the App is at your own risk;
(b) we exclude all warranties and liability that may apply to (or arise out of) your use of (or inability to use) the App and exclude any liability to you for any damage or alteration to your equipment (including your mobile device) as a result of your installation or use of the App;
(c) we are not liable to you for any loss of profit, use, revenue, data (including Data), savings, business, and/or goodwill, or indirect, consequential or incidental loss or damage, arising under these terms or in connection with these Terms, your access and/or use of (or inability to access or use) the App, nor any information derived from use of the App (including in relation to any translation); and
(d) these exclusions apply regardless of whether our liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.
10.3 Limitation: Where we cannot at law exclude our liability, to the maximum extent permitted by law, our total liability to you is limited to the total Service Fees paid to you under these Terms in the three months immediately preceding the most recent event (or events) giving rise to liability, where such liability arises under or in connection with:
(a) these Terms or the App;
(b) your access and use of (or inability to access or use) the App; or
(c) any information derived from use of the App (including in relation to any translation).
10.4 Saving: Nothing in these terms has the effect of contracting out of or excluding or limiting liability that cannot, at law, be excluded or limited.
11 Cancellation, termination, and suspension
11.1 Cancellation: You are entitled to cancel your user account for the App at any time provided that you have not been assigned any current translation tasks that are outstanding/incomplete at that time. You may cancel your user account by emailing patai@okupu.co.nz.
11.2 Suspension or termination for breach: Without limiting any other right or remedy available to us, we may immediately suspend your access to, or use of, the App, or terminate your user account, where we consider that you have:
(a) undermined, or attempted to undermine, the security or integrity of the App or any underlying system;
(b) used, or attempted to use, the App for improper purposes or in a manner that reduces the operational performance of the App; or
(c) breached these Terms or any applicable law.
11.3 Termination in other circumstances: We may terminate your user account on written notice to you at any time without giving any reason. Such termination will be effective at the time we elect (which may be immediately).
11.4 Effect of cancellation or termination: If your user account is cancelled or terminated, your user account will be deactivated and all of your rights granted under these Terms will immediately come to an end (except to the extent that it is necessary for them to continue in respect of our ongoing storage of Data up to the date of permanent deletion). We are not liable for any loss following, or as a result of, cancellation or termination of your user account.
12 Apple and Google
12.1 Apple App Store: If you have downloaded the App from the Apple App Store, the following additional terms and conditions apply:
(a) These Terms are solely between you and us, and not with Apple. We (and not Apple) are solely responsible for the App and its content (subject to these Terms). You acknowledge that Apple has no obligation to furnish any maintenance or support services to you in connection with the App.
(b) In the event of any failure of the App to conform to any warranty that might be contained or implied into these Terms, you may notify Apple, and Apple will refund the purchase price (if any) for the App. Except for the foregoing, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App.
(c) Any claim in connection with the App related to product liability, a failure to conform to applicable legal or regulatory requirements, claims under consumer protection or similar legislation or intellectual property infringement are governed by these terms, and Apple is not responsible for such claims.
(d) You must comply with the Apple App Store terms of use, including the Usage Rules.
(e) Apple and its subsidiaries are third party beneficiaries to these terms and, upon your acceptance of them, Apple will have the right to enforce these terms against you.
(f) All other terms and conditions of these terms apply to your use of the App.
12.2 Google Play Store: Where you have downloaded the App from the Google Play Store, you agree:
(a) Your rights to install and use the App are subject to these terms and conditions and the relevant terms in the Google Play Store terms of service;
(b) Google is not responsible for the App in any way, including any maintenance or support of the App; and
(c) We (and not Google) are responsible for addressing any claims by you or a third party in connection with the App (including any claims by a third party that the App breaches that persons intellectual property rights).
12.3 Restricted countries: You represent and warrant that you are not and will not, be located in any country that is the subject of a US Government embargo or that has been designated by the US Government a “terrorist supporting” country, and that you are not listed on any US Government list of prohibited or restricted parties.
13 Disputes
13.1 General: Any disputes between the parties will be discussed in the spirit of goodwill. If a party has any dispute in connection with these Terms:
(a) that party will promptly give full written particulars of the dispute to the other;
(b) the parties will promptly meet (including by phone or video conference) and try to resolve the dispute;
(c) if the dispute is not resolved within 10 business days of written particulars being given (or any longer period agreed to by the parties), either party may refer the dispute to mediation; and
(d) party must not commence other legal proceedings, except an application for urgent interlocutory relief, without using the mediation procedure first, and only if the dispute has not been resolved within 20 business days of the appointment of the mediator.
13.2 Urgent actions: Nothing in this section 13 precludes either party from taking immediate steps to seek urgent interlocutory or equitable relief before a court of competent jurisdiction.
14 General
14.1 Waiver: Our failure to enforce any right or provision of these Terms will not be deemed a waiver of that right or provision.
14.2 Severability: If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, the part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If a modification is not possible, the part or provision must be treated for all purposes as severed from these Terms and the remaining terms are binding.
14.3 Force majeure: We are not liable to you for any failure to provide the App or to otherwise perform our obligations under these Terms to the extent the failure is caused by something beyond our reasonable control.
14.4 Assignment: You may not assign or transfer any right or obligation under these Terms without our prior written consent. We may, assign, transfer or novate any or all of its rights and obligations under these terms to any related or successor entity (including any entity that acquires all or any part of our business or assets).
14.5 Queries: Any queries or concerns you have regarding the App should be provided in writing to us at patai@okupu.co.nz.
14.6 Entire agreement: These Terms and our Privacy Policy set out everything agreed by the parties relating to your use of the App and supersede anything else discussed, exchanged or agreed prior to you agreeing to these Terms. The parties have not relied on any representation, warranty or agreement relating to the App that is not expressly set out in these terms, and no such representation, warranty or agreement has any effect from the date you first agreed to these Terms.
14.7 Governing law: The laws of New Zealand will govern any disputes arising out of or relating to use of the service or these Terms. You submit to the non-exclusive jurisdiction of the courts of New Zealand in relation to any dispute connected with these Terms or the App.
15 Definitions and interpretation
15.1 Definitions: In these Terms, except as the context otherwise requires, the following terms have the following meanings:
(a) Apple means Apple, Inc. and other companies within its group.
(b) Confidential Information means all information of any kind, whether written, electronic or otherwise, and whether marked or identified as being confidential, concerning us, or our activities, operations, systems, users, or processes, and includes the Data.
(c) Data means any data you obtain access to through the App, including personal information and content provided by App users.
(d) Google means Google, Inc. and other companies within its group.
(e) GST means goods and services tax under the Goods and Services Tax Act 1985.
(f) Privacy Act means the Privacy Act 1993 and any amendment or replacement to that legislation, such as the Privacy Act 2020.
(g) Privacy Policy means our privacy policy available on the Website.
(h) Service Fees means the fees (inclusive of GST, if any) payable to you when you successfully complete a translation task assigned to you through the App, as set out on the App and/or the Website, and as updated from time to time by us.
(i) you (or your) means the individual who is registered to use the App as a translator and, as the context requires, includes any entity on whose behalf that individual has registered to use the App.
(j) we, us and our means Ōkupu ki Tua Limited.
(k) Website means the website at https://www.okupu.co.nz/.
15.2 Interpretation: In these Terms, unless the context otherwise requires:
(a) the headings are for convenience only and have no legal effect;
(b) the singular includes the plural and vice versa;
(c) “including” and similar words do not imply any limit;
(d) person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity; and
(e) monetary references refer to New Zealand dollars.