WARNING: THE INFORMATION, PRODUCTS AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE TAS PRODUCTS & SERVICES, INCLUDING
ANY EMAIL OR HELP DESK COMMUNICATIONS AND REPLIES, MAY INCLUDE INACCURACIES AND ERRORS.
YOUR USE OF THE TAS PRODUCTS & SERVICES MAY NOT BE TIMELY, UNINTERRUPTED, ERROR-FREE OR OTHERWISE RELIABLE;
THE TAS PRODUCTS & SERVICES MAY NOT BE ACCURATE, COMPLETE OR RELIABLE AND MAY CONTAIN VIRUSES AND OTHER HARMFUL
DEFECTS IN THE TAS PRODUCTS & SERVICES MAY NOT BE CORRECTED, EITHER QUICKLY, OR AT ALL;
TAS (OR ANYONE ELSE) MIGHT NOT CONTINUE TO OFFER AND MAKE AVALIABLE ANY OF THE TAS PRODUCTS & SERVICES; AND
ANY USE OF ANY OF THE TAS PRODUCTS & SERVICES MIGHT NOT BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE OR MEET YOUR
REQUIREMENTS OR ANYONE ELSE'S REQUIREMENTS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
UNDER NO CIRCUMSTANCES WILL TAS OR ANYONE IN THE TAS GROUP BE LIABLE TO YOU (OR TO ANYONE ELSE) FOR ANY LOSS OR
DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED FROM OR THROUGH THE TAS PRODUCTS & SERVICES;
YOUR USE OF THE TAS PRODUCTS & SERVICES WEBSITE IS AT YOUR SOLE RISK;
THE TAS PRODUCTS & SERVICES IS PROVIDED "AS IS" AND "WITH ALL FAULTS"; AND
EVERYONE IN THE TAS GROUP EXPRESSLY DISCLAIMS AND EXCLUDES ALL REPRESENTATIONS, WARRANTIES, CONDITIONS AND
GUARANTEES, INCLUDING (WITHOUT LIMITATION) IN RESPECT OF QUALITY, MERCHANTABILITY, FITNESS FOR PURPOSE, CONDITION,
DESCRIPTION, MANUFACTURE, DESIGN OR PERFORMANCE WHETHER EXPRESS, IMPLIED BY COMMON LAW, LAW MERCHANT, TRADE
USAGE, CUSTOM OR OTHERWISE OR STATUTORY IN RELATION TO THE TAS PRODUCTS & SERVICES.
You confirm to TAS that you are 'in trade' and agree with TAS that:
the goods and services supplied under these Terms are supplied and acquired in trade within the meaning of the Fair Trading Act 1986
(New Zealand) and the Consumer Guarantees Act 1993 (New Zealand);
everything supplied under these Terms (or the agreement that they reflect between TAS and you) to you will be acquired by you solely for
your business purposes;
the following statues and provisions will not apply to these Terms (or the agreement that they reflect between TAS and you) or to any
Products and Services supplied under these Terms (or TAS's agreement with you):
- The Consumer Guarantees Act 1993 (New Zealand);
- Sections 9, 12A, and 13 of the Fair Trading Act 1986 (New Zealand); and
- The United Nations Convention on Contracts for the International Sale of Goods;
- it is fair and reasonable to exclude the application of those statutes and provisions; and
You acknowledge that you have had a reasonable opportunity to review these Terms, discuss these Terms with TAS, and receive advice
from your legal advisors, if you wished to do so.
DESPITE ANYTHING ELSE CONTAINED IN THESE TERMS, ANY LIABILITY TO YOU BY ANYONE IN THE TAS GROUP IN RESPECT OF ANYTHING ARISING
FROM OR TOUCHING OR CONCERNING THESE TERMS OR ANY OF THE TAS PRODUCTS & SERVICES, WHETHER ARISING IN TORT (INCLUDING
NEGLIGENCE), CONTRACT, BREACH OF STATUTORY DUTY, EQUITY OR OTHERWISE ARISING FROM ANY RELATIONSHIP WITH YOU (TAS LIABILITY)
IS EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW, BUT TO THE EXTENT THAT THE TAS LIABILITY CANNOT BE EXCLUDED BY LAW, OR TO
THE EXTENT THAT THE EXCLUSION OF THE TAS LIABILITY WOULD RENDER THESE TERMS UNENFORCEABLE, YOU AGREE THAT THE MAXIMUM
AMOUNT THAT YOU WILL EVER CLAIM AGAINST EVERYONE IN THE TAS GROUP (IN TOTAL) AND THE MAXIMUM AMOUNT THAT EVERYONE IN
THE TAS GROUP (IN TOTAL) IS LIABLE TO YOU FOR IS ONE NEW ZEALAND DOLLAR OR THE NEXT LARGEST AMOUNT THAT WOULD BE NEEDED TO
RENDER THESE TERMS (INCLUDING THESE EXCLUSION AND LIMITATION PROVISIONS) ENFORCEABLE FOR THE BENEFIT OF TAS.
DESPITE ANYTHING ELSE CONTAINED IN THESE TERMS, YOU AGREE THAT TAS IS NEVER LIABLE TO YOU (OR TO ANYONE ELSE) FOR ANY FAILURE
OR DELAY IN THE PERFORMANCE OF TAS's OBLIGATIONS UNDER THESE TERMS TO THE EXTENT THAT THE FAILURE OR DELAY IS CAUSED,
DIRECTLY OR INDIRECTLY, BY AN EVENT OUTSIDE THE REASONABLE CONTROL OF TAS.
THE FOREGOING EXCLUSIONS, LIMITATIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORM THE BASIS FOR TAS
PROVIDING YOU WITH THE TAS PRODUCTS & SERVICES ON THESE TERMS.
IP: means any copyright, trade or service mark, trade or business name, logos and any other distinctive brand features, design, patent,
semiconductor or circuit layout right, computer code (including source, library, object, and executable code), inventions and logical
sequences, in all cases whether registered or unregistered and anywhere in the world.
TAS's IP: means IP owned or licensed by TAS relating to the TAS Website, the TAS Platform, the TAS Forum, and the Talent App Store,
including the text, graphics, logos, icons, the software and any other material underlying or forming part of the TAS Website, TAS Platform,
TAS Forum, and also including any TAS Apps.
TAS Free IP: means the TAS IP that TAS makes available to you from time to time in accordance with these terms for you to Use at no
charge, or at no extra charge.
Use Of TAS IP: means that as soon as TAS agrees to you becoming a TAS Developer, TAS grants you a worldwide, fully paid-up, royalty-free,
non-exclusive, revocable and non-transferrable right to Use the TAS Free IP (but not any TAS Apps) for the purpose of using the TAS Website,
TAS Platform, TAS Forum and to develop and Sell your App, but this is always limited by the IP Restrictions.
If you want to Use a TAS App, then you will need to obtain the separate consent of Aotal Limited.
IP Improvements: means that if you use the rights granted to you by these Terms to modify, enhance, develop or update IP ("IP Improvement")
owned by anyone else ("IP Owner"), then this IP Improvement remains the property of the IP Owner and you must fully disclose the IP
Improvement to the IP Owner and agree to sign any documentation that the IP Owner reasonably requests to record the IP Owner's
ownership of the relevant IP Improvement.
IP Restrictions: means that these Terms do not transfer the ownership or title in any IP (except for IP Improvements as set out above) to
anyone nor do these Terms grant anyone the right to use any trade names, trade marks, service marks, logos or any other distinctive brand
features ("Brand") without the separate express written consent of the owner of the relevant Brand.
IP Rights to Use: means that you do not by these Terms grant anyone the right to Sell your App, but you do now grant:
to TAS and any user of the TAS Products & Services a worldwide, fully paid-up, royalty-free, non-exclusive, irrevocable and
transferrable right to Use your Developer Content to independently develop, market and Sell through the Talent App Store features, content,
products or services without requiring any extra consent from you, including developing Apps that are similar to, or competitive with, your
to a TAS Developer that has used the rights granted to that TAS Developer by these Terms to modify, enhance, develop or update
IP owned by you and who has fully disclosed that IP Improvement to you a worldwide, fully paid-up, royalty-free, non-exclusive, irrevocable
and transferrable right to Use that IP Improvement, to independently develop, market and Sell through the Talent App Store features,
content, products or services without requiring any additional consent from you, including developing Apps that are similar to, or
competitive with, your App; and
to TAS a worldwide, fully paid-up, royalty-free, non-exclusive, irrevocable and transferrable right to Use your App and your
Developer Content, including for testing, advertising, marketing and demonstration purposes,
and you now waive your copyright and moral rights in respect of all of your copyright works which are the subject of the grants set out above
in relation to the Use of those copyright works in accordance with the terms of the relevant grant.
All these IP Rights to Use are always limited by the IP Restrictions.
Don't Steal TAS's IP: means that you agree and acknowledge that TAS, and (where relevant) TAS's licensors, retain all right, title and interest
in and to the TAS IP and you agree to not attack, dispute or contest the validity, or the ownership, of the TAS IP. You also agree and
acknowledge that no ownership rights in any of the TAS IP are vested or created by the limited rights of use granted to you under these
Terms and that all Use of the TAS IP pursuant to these Terms, including any goodwill generated in connection with your Use of the TAS IP,
inures to the benefit of TAS or (where relevant) TAS's licensors.
Payment Methodology: means that you will pay to TAS any amount due for payment as communicated and agreed between you and TAS as a result of this agreement.
All amounts payable to TAS must be paid free and clear of all deductions, set-offs and withholdings of any kind, except only as may be required
by law. If you are required by law to make a deduction or withholding from any amount payable to TAS, then you must provide TAS with
evidence of the relevant deduction or withholding as TAS reasonably requires and must pay to TAS an additional amount that will, after the
deduction or withholding has been made, leave TAS with the same amount as TAS would have received had no deduction or withholding been
Sell: Includes transfer, licence, the provision of 'software as a service' or the provision of any other product or service (whether for reward or not).
Sell your App: means that you can list your App on the Talent App Store to Sell your App to TAS Customers. All Apps listed by you must include
any user of your App.
Talent App Store: means the Talent App Store website or other websites or portals operated by TAS from time to time.
TAS: means Aotal Limited, a limited liability company incorporated under the laws of New Zealand.
TAS Apps: means Apps developed by or for Aotal Limited.
TAS Core: means the online registry, directory and security services used by TAS to operate Apps, APIs and managing TAS Customers and TAS
Developers from time to time.
TAS Customer: means a person, company, body corporate or other entity that has opened a TAS customer account to purchase Apps listed on
the Talent App Store.
TAS Developer: means anyone that sets up a TAS Developer account.
TAS Forum: means the TAS app developer forum operated by TAS from time to time on the TAS Website or otherwise.
TAS Group: means TAS and companies or other entities that Aotal Limited owns or controls (or that own or control TAS) and all owners,
directors, officers, employees, agents and licensors of those companies or other entities, but always excludes you.
TAS Platform: means the TAS app development platform operated by TAS from time to time on the TAS Website or otherwise.
TAS Products & Services: means the TAS Website, the TAS Platform, the TAS Forum, the Talent App Store, your Apps and anyone else's Apps,
("Mediums") and the supply of any product or service (including any TAS Apps), whether free or paid for, from TAS (or from anyone else via any
of the Mediums) to you or any of your customers.
TAS Website: means the website (or websites), including the TAS Platform and the TAS Forum, operated by TAS from time to time.
TAS will help with your questions: means that TAS may (at its complete discretion) provide you with online support for your questions as you
develop your App or if you encounter technical problems with your App's functionality ("Trouble Shooting Support"). TAS does not warrant that
the Trouble Shooting Support will resolve your questions or problems, or resolve any functionality issues you may have with your App.
Test your App: means that TAS may from time to time test your App against TAS's security, functionality, usability and any other requirements
specified in the TAS developer documentation posted on the TAS Platform. You must include in your App must include the functionality that is
reasonably necessary to enable TAS to test your App at any time for that purpose.
Any testing of your App by TAS does not constitute TAS's approval of your App's security, functionality or usability and TAS does not warrant to
you or your App users that your App is secure.
You agree that TAS has no obligation to test your App, or anyone else's App.
Use: means use in any way, and in connection with software and Apps includes access, execution, reproduction, distribution, transmission,
performance, interface or display and Using has a corresponding meaning.