The following Membership terms and conditions (Terms and Conditions) apply to all Members. Please take the time to read and understand these Terms and Conditions.

1. Compliance

a. These are the terms on which Amotai permits users (referred to as Members, you or your) to:

1. Access and use the services and functionality made available through your Membership such as reports in respect of Aggregated Data and other possible analytics in respect of Māori and Pasifika Spend Data or Aggregate Data; and
2. View and interact with any content, information, communications, advice, text or other material provided by Amotai.

b. By applying for Membership or renewing your Membership, the Member agrees to be bound by:

1. These Terms and Conditions;
2. The Amotai Events Terms and Conditions;
3. The Amotai Platform Terms of Use;
4. The Amotai Privacy Policy; and
5. All Amotai policies and procedures as notified from time to time but in all cases including the Supplier Code of Conduct and all applicable New Zealand laws, as they may be amended from time to time.

c. The Member agrees to comply with the requirements of Membership, as amended by Amotai from time to time and posted on the Amotai platform.

2. Registration

a. Although you may browse the Amotai retail website without creating an account, in order to access certain features and functionalities of the Amotai platform, including without limitation the Business Directory, you must create an account and maintain a subscription for the relevant features and functionalities (Membership) by providing all of the information required, including by entering an Membership password (Password), at registration.

b. When creating your Membership, you warrant that:

1. All information and data provided by you in the registration of your Membership is accurate, complete and up to date. You will promptly inform Amotai if there is any change to this information or data; and
2. If you are creating an account on behalf of a company or other entity, you have the authority to enter in these Terms and legally bind the company or entity to these Terms and Conditions.

c. You may elect to change the Password at any time using the facility provided on the Amotai platform. You must immediately notify Amotai of any Password which is lost, inoperable, shared or used in an unauthorised manner.

d. If you are uploading User Content which involves or contains images of or references to a person(s), you warrant that the person is aware and has consented to the use of that User Content in accordance with these Terms.

e. You will be fully responsible for all acts and omissions of any person using your Password and Membership, as if they were your own acts and omissions. You agree that you will not share, disclose, or permit disclosure of, your Password, let anyone else access your Membership or do anything that would risk the security of your Membership. Amotai will not in any event be liable for any loss, damage, claims, costs or expenses arising out of the use or misuse of your Password and Membership, and you indemnify Amotai against all loss, damage, claims, costs or demands in this regard.

f. You must notify us immediately if you become aware of any unauthorised access or use of your Membership.

g. You agree that if we disable or terminate your Membership for any reason, you will not directly or indirectly create another one without our permission.

h. We reserve the right to refuse registration of any Membership, and to cancel any Membership, at our sole discretion.

i. When you register a Membership, we may provide certain services to you, which may include providing Amotai or third party reports (or both) in connection with Registered Buyers or Suppliers in our absolute discretion (Services). Any use of the Services is at your own risk. Members can access the Business Directory to obtain lists of then current Registered Buyers or Suppliers.

3. Amotai member badge

a. Members will receive an Amotai Membership Badge that they may use to promote their commitment to supplier diversity, subject to these Terms and Conditions.

b. Subject to clause 4, Amotai grants the Member a revocable, non-transferable, non-sub licensable, non-exclusive, worldwide license to use the Member Badge for the sole purpose to promote the Member’s commitment to supplier diversity and Membership of Amotai.

c. Without limiting any other rights or remedies available to Amotai, any breach of the licence granted in clause 3(b) by the Member may result in termination of the Member’s Membership.

4. Amotai member badge conditions of use

a. The Member may use the Member Badge for the following purposes:

1. Amotai identification including on the platform, websites, social media pages, business cards, brochures and other branding of the Member;
2. Business development material related to the Member including tenders, proposals, quotes, pitch books, presentations and invoices;
3. Correspondence related to the Member including email signatures and letterheads; and
4. Official corporate communications related to the Member including annual reports and press releases.

b. The Member must not use the Member Badge for any purpose other than those listed in this clause 4, unless prior written consent has been granted by Amotai.

c. The Member Badge must not be edited, cropped, modified or changed in any way without the prior written consent of Amotai.

d. Members are not permitted to pass, transfer or issue the Member Badge to a third party to use. Third parties wishing to use the Member Badge (or any other Amotai Badge) must contact Amotai directly for permission.

e. The Member acknowledges and agrees that Amotai owns all right, title and interest (including Intellectual Property Rights) in and to the Member Badge and only Amotai may authorise licensing for use of the Member Badge. No right, title or interest in the Member Badge is granted or transferred to the Member otherwise than as granted pursuant to these Terms and Conditions.

f. If a Member is or becomes aware of any unauthorised use of the Member Badge, including the use of a similar mark, the Member must immediately bring this use to the attention of Amotai. Amotai reserves all rights to take any action it deems appropriate to protect and enforce its right, title and interest in and to the Member Badge.

g. No Member may commence any infringement or other legal action in connection with the use of the Member Badge or similar mark by a third party without the prior written consent of Amotai.

h. The Member consents to Amotai, at any time, undertaking an audit of the Member’s use of the Member Badge. The Member will within fourteen (14) days of receiving a request from Amotai provide all information relating to the Member’s use of the Member Badge including, but not limited to, where and how the Member Badge is being used by the Member and any other information reasonably required by Amotai to complete the audit.

5. Events

Pursuant to clause 1(2)(b), when registering and attending any Amotai event, the Member agrees to comply with the Amotai Events Terms and Conditions.

6. Electronic exchange of information and use of Amotai platform

a. Pursuant to clause 2(b), in any and all use of the Amotai platform, the Member agrees to comply with the Amotai Platform Terms of Use.

b. The Amotai platform and the content on the website is protected by Intellectual Property Rights laws. The website and all content on the platform is owned by or licensed to Amotai and Amotai reserves all Intellectual Property Rights in the platform and the content.

c. Other than as specified in these Terms and Conditions and the Amotai Website Terms of Use, the Member’s use of and access to the platform and the content on the platform does not grant or transfer any right, title or interest in the platform or the content to the Member.

d. The website or content on the platform may contain Cultural and Intellectual Property (CIP) which belongs to the relevant Māori and Pasifika language owners, custodians, creators and their descendants. In any use of the platform or the content, the Member agrees to abide by any cultural or CIP policy or procedure of Amotai, as amended from time to time, and respect the CIP and the rights of traditional owners or custodians of that CIP.

e. The Member may only use the website and the content on the Website for lawful purposes and in a manner consistent with the nature and purpose of their Membership. The Member must not use the website to exchange content or other information between Registered Buyers or Suppliers or other third parties in an unlawful manner, or to send or distribute any messages, materials or content that may be considered unlawful.

f. Amotai takes a zero tolerance approach to the sending of unsolicited commercial electronic communication, email or SMS, or any other form of SPAM, by Members via or in connection with the Website.

7. Membership fees

a. In order to register and maintain a Membership, you must:

Pay a monthly fee specified on the Amotai website based on your Membership plan. (which is subject to change in accordance with clause 7(f) within 30 days of your Membership registration and then in accordance with clause 7(c) for each subsequent Monthly billing Date;

b. From time to time, we will review our Membership offerings. We reserve the right to vary what we offer you as part of our Membership services.

c. Services additional to Membership: We may negotiate and agree with you a scope and quantity of additional services beyond those provided in accordance with your Membership. The amount payable for these additional services will be agreed between the parties in writing prior to the commencement of any additional services.

d. Your Membership will automatically renew each month for a further one (1) month period from your Membership registration date on each consecutive month (Anniversary Date), unless you cancel your Membership in accordance with clause 8.

e. You will be billed 30 days before each Anniversary Date in advance for your Membership at our then current Subscription Fees. If:

1. you provide your credit card or payment information, we may deduct the Subscription Fee using that information; or

2. you do not provide your credit card or payment information, we will send you an invoice with the Subscription Fee which must be paid within the time period specified on the invoice.

f. If:

Your Membership is automatically renewed in accordance with clause 7(d) but we do not receive the Subscription Fee by the due date for such payment; or

You choose not to renew your Membership in accordance with clause 8, then we can terminate your Membership or change immediately by notice in writing at any time after the due date for the Subscription Fee has passed.

g. All currency references and transactions are processed in New Zealand dollars.

h. We reserve the right to vary the Subscription Fees in our absolute discretion upon 20 days prior written notice.

i. The Subscription Fee, are exclusive of goods and services tax and all other taxes, duties and charges imposed or levied in New Zealand in connection with the supply of goods or services.

j. We may update or change our payment policies at any time without prior notice to you.

8. Cancellation of membership

Should you wish to cancel your Membership you must do so in writing providing Amotai 10 business days notice. Amotai has a no-refund policy therefore no refund of unused/part month Membership will be granted.

9. Third party material

Depending on your Membership plan, your Membership may include the provision of technology, software and/or services from third party service providers (Third Party Material).

You must accept, and will be deemed to accept by use of the relevant functionalities of your Membership. third party service provider’s terms and conditions (Third Party Terms) in respect of any Third Party Material incorporated into, or otherwise provided, in the course of your Membership.

You acknowledge and agree to comply with all Third Party Terms.

Amotai may not have control over Third Party Terms but will use it best efforts to provide Customer with notice of the relevant Third Party Terms from time to time.

If you do not comply with the Third Party Terms you will not be entitled to receive the relevant functionalities of your Membership and Amotai may terminate that part of your Membership. Amotai will not be liable for any loss, damage or expense incurred by you, including in respect of any Subscription Fee or API Setup Fee paid in advance, as a result of such termination.

10. Confidentiality, data and privacy

a. The Member agrees not to use, distribute or disclose any Amotai Confidential Information without the prior written consent of Amotai.

b. Amotai collects, holds, uses and discloses information, including personal information provided by the Member, for the purpose of delivering its products and services or otherwise conducting the functions and activities of Amotai, or as required by law. The Member acknowledges and agrees to the collection, holding, use and disclosure of such information by Amotai in accordance with the Amotai Privacy Policy.

c. The Member acknowledges and agrees that Amotai may use Aggregate Data, including without limitation the Māori and Pasifika Spend Data incorporated into the Aggregate Data, to improve and support its goods and services, and to create and distribute reports regarding use of such goods and services.

d. Any Aggregate Data provided by Amotai during the term of your Membership must only be used for the Member’s internal business purposes and must not be disclosed, distributed or otherwise exploited by the Member.

11. Liability

a. To the maximum extent permitted by law, Amotai will not be liable under any circumstances (whether in contract, tort including negligence, statute or otherwise) for any loss, damage, claim, demand or expense of any kind incurred by the Member or a third party in relation to unauthorised access, misuse, corruption or loss of content or any other information exchanged over the Amotai platform.

b. To the maximum extent permitted by law, the Member agrees to indemnify, defend and hold harmless Amotai and its licensors, suppliers, and our and their subsidiaries, affiliates, related entities, officers, directors, shareholders, agents, co-branders or other partners, employees, successors and assignees from any and all liability, cost, expense, loss, claim or demand, including reasonable legal costs, incurred by Amotai due to or arising from the content or any other information exchanged in any way whatsoever between the Member and a third party (including a Registered Buyer or Supplier or another Member), including any costs of liability incurred as a result of any claims, proceedings or demands made or brought against Amotai.

c. Amotai accepts no liability or responsibility to any third party in connection with our services. The Member agrees to reimburse Amotai for any liability (including reasonable legal costs) Amotai incurs in connection with any claim by a third party arising from the Member’s breach of these Terms and Conditions.

d. Amotai will not in any event be liable to the Member for any indirect, economic, incidental, special or consequential loss including, without limitation, loss of profits or use or goodwill or anticipated savings or revenue or contracts, whether or not Amotai has been advised of the possibility of such loss.

e. Subject to clauses 11(a) – 11(d), to the extent permitted by law, Amotai’s liability to the Member for any loss or damage will be limited to recovery of direct damages not exceeding the total amount of the monthly Membership fees paid or payable to Amotai by the Member in any one year.

f. Amotai’s liability for any loss or damage sustained by the Member will be reduced proportionately to the extent that such loss or damage has been caused by the Member’s failure to comply with its obligations and responsibilities under these Terms and Conditions and/or to the extent that the negligence or other wrongful act or omission of the Member has contributed to such loss or damage, regardless of whether a claim is made by the Member for breach of contract or for negligence or under an indemnity.

12. Suspension or termination of membership

a. Without limiting any other rights in these Terms and Conditions. Amotai, in its sole discretion, may restrict, suspend or terminate the Member’s Membership immediately if:

1. The Member is in breach of any material obligation, warranty or representation made under these Terms and Conditions, including obligations under clauses 4, 6, 7 and 10;
2. The Member breaches the scope of the license granted for use of the Member logo under clause 3(b);
3. The Member conducts itself in a manner contrary to Amotai’s vision or values, engages in any conduct prejudicial to the reputation or detrimental to the interests of Amotai or otherwise does not comply with Amotai’s Member and Supplier Code of Conduct.

b. In the event of a termination or suspension right under this clause 12 is triggered, Amotai may serve written notice to the Member and if the Member fails to rectify the breach and/or comply with any reasonable resolution/action requested by Amotai for rectification of the breach within 10 business days, the Member’s Membership will automatically terminated.

c. Upon termination, all rights granted to the Member under these Terms and Conditions will be terminated and the Member must:

1. Cease to represent itself as a Member of Amotai;
2. Cease to reproduce or otherwise use the Member Badge;
3. Remove the Member Badge from any and all material, information and content, including the Member’s branding, website and social media pages, business development materials, correspondence and corporate communication; and
4. Return all materials supplied by Amotai (including the Member Badge) within 10 business days, or if directed by Amotai, destroy all copies of those materials.

d. Any Subscription Fees outstanding as at the time of termination of the Member’s Membership are due and payable to Amotai within 10 business days

13. Entire agreement

This Agreement constitutes the entire agreement, understanding and arrangement (express and implied) between the Member and Amotai relating to the subject matter of this agreement and supersedes and cancels any previous agreement, understanding and arrangement relating thereto whether written or oral.

14. Severability

If any provision of these Terms and Conditions is held by a court of law to be invalid or unenforceable under any applicable statute or rule of law, such provision shall cease to apply or to bind the parties but the remainder of these Terms and Conditions shall continue to be binding and in full force and effect.

15. Governing law

The laws in force in New Zealand apply to these Terms and Conditions and the parties agree to irrevocably submit to the exclusive jurisdiction of the courts.

16. Definitions

In these Terms and Conditions, unless the contrary intention appears:

• ‘Additional services’ means services that fall outside of the services included in your Membership. This may include but not be limited to services such as Co-ordinating "Meet the Buyer events" with Amotai suppliers; Delivering supplier diversity and social procurement training workshop; Supporting supplier diversity conferences; Arranging Buyer/Supplier events; Supplier engagement support.
• ‘Aggregate Data’ means any statistical data, analytics, trends or other aggregated or de-identified data derived from your Confidential Information or the Māori and Pasifika Spend Data or any other information, which has been supplied to Amotai in the course of your engagement with Amotai or any member of the “Auckland Council Group”.
• ‘Amotai’ or ‘we’ or ‘our’ means, as the context requires, Auckland Council.
• ‘Confidential Information’ means information that is disclosed by, or on behalf of either party, including without limitation any information in connection with a Registered Supplier supplied by, or on behalf of, Amotai to a Member, which by its nature confidential or by the circumstances in which it is disclosed is confidential including but not limited to any information, trade secrets, technical data or know how relating to the research or development, products, services, inventions, manufacturing processes, production techniques, purchasing, accounting, marketing, merchandising and sales of Amotai, but excludes the Member badge where a license for use is expressly granted under these Terms and Conditions.
• ‘Content’ means any and all information, material, content, products and/or services available on or through the platform including, but not limited to text, graphics, logos, badges, software, documents, reports, papers, articles, brochures, newsletters, comments, courses, workshops, seminars, webinars, videos, audio, images and Māori and Pasifika Cultural and Intellectual Property such as Māori and Pasifika languages and cultural heritage.
• ‘Cultural and Intellectual Property’ or ‘CIP’ means Māori and Pasifika peoples’ rights to their heritage. Heritage comprises all objects, platforms and knowledge including language, the nature or use of which has been transmitted or continues to be transmitted from generation to generation, and which is regarded as pertaining to a particular Māori or Pasifika group or its territory.
• ‘Data API’ means an application program interface to facilitate Members access to Registered and Certified supplier business information in Amotai’s Māori and Pasifika Business Direct database.
• ‘Event’ means the event organised and promoted by Amotai which the Member may register for including, but not limited to, workshops, conferences, tradeshows, and awards.
• ‘Financial Year Quarter’ means each quarter with the period commencing 1 July and end 30 June the following year.
• ‘Business Directory’ means the Māori and Pasifika business directory managed by Amotai and available from the platform.
• ‘Intellectual Property Rights’ means any and all intellectual and industrial property rights throughout the world, whether subsisting now or in the future and includes all copyright and analogous rights, all rights in relation to inventions (including patent rights), trade marks, designs, circuit layouts, databases, business and company names, domain names, trade secrets, know-how or Confidential Information, whether registered or unregistered.
• ‘Māori’ means people with Māori whakapapa and who identify as Māori.
• ‘Member Badge’ means the Amotai member logo, that Amotai has granted a licence to the Member to use in accordance with these Terms and Conditions
• ‘Member’ or ‘you’ means the organisation or other entity that is applying for Membership or is a current approved Member of Amotai
• ‘Pasifika’ means people descended from the indigenous Pacific ethnic groups of Samoa, Cook Islands, Tonga, Niue, Fiji, Tokelau, Tuvalu, Kiribati, Papua New Guinea, Vanuatu, Solomon Islands and the small island states of Micronesia.
• ‘Platform’ means the Amotai platform with the URL address of www.platform.amotai.nz and may also include the Amotai retail website with the URL address of www.amotai.nz
• ‘Registered Buyer’ means an organisation or entity that is a current approved member of Amotai, who contracts the Registered Supplier either directly or indirectly. This applies to situations where a business is sub-contracted to a main contractor.
• ‘Registered Supplier’ means a current approved Māori and/or Pasifika business and registered supplier of Amotai meeting registration criteria.
• ‘Tax Invoice’ means has the meaning given in the Goods and Services Tax Act 1985.
• ‘Terms and Conditions’ means these Membership Terms and Conditions, as amended from time to time.
• ‘Website’ means the Amotai retail website with the URL address of www.amotai.nz and may also include the Amotai platform with the URL address of www.platform.amotai.nz.