Amotai Registered Suppliers Terms and Conditions

The following Registered Suppliers Terms and Conditions (‘Terms and Conditions’) always apply to all Registered Suppliers on application and during the period you remain a Registered Supplier to Amotai.

Please take the time to read and understand these Terms and Conditions.

1. Compliance

a. By applying for registration or renewal of registration, the Registered Supplier agrees to be bound by these Terms and Condition, as amended by Amotai from time to time.

b. In addition to these Terms and Conditions, the Registered Supplier agrees to comply with Amotai’s Events Terms and Conditions, the Amotai Website Terms of Use, the Amotai Privacy Policy, all Amotai policies and procedures, as amended from time to time, including at all times the Member and Supplier Code of Conduct, and all applicable New Zealand laws.

2. Amotai Registered Supplier logo and certificate (Registered Suppliers only)

a. Registered Suppliers will receive a Registered Supplier certificate and Registered Supplier logo that they may use to promote their business as an Amotai Registered Supplier, subject to these Terms and Conditions.

b. Subject to clause 3, Amotai grants the Registered Supplier a revocable, non-transferable, non-sub licensable, non-exclusive, worldwide license to use the registered logo for the sole purpose to promote the business of the Registered Supplier as an Amotai Registered Supplier.

c. Without limiting any other rights or remedies available to Amotai, any breach of the license granted in clause 2(b) by the Registered Supplier may result in termination of the Registered Suppliers certification.

3. Amotai Registered Supplier logos conditions of use

a. Registered Suppliers may use the registered logo for the following purposes:

i. Supplier diversity identification including on the Website, social media pages, business cards and brochures and other branding of the Registered Supplier;

ii. Business development material related to the Registered Supplier including tenders, proposals, quotes, pitch books, presentations and invoices;

iii. Correspondence related to the Registered Supplier including email signatures and letterheads; and

iv. Official corporate communications related to the Registered Supplier including annual reports and press releases.

b. Registered Suppliers must not use the registered logo for any other purpose other than those listed within this clause 3 unless prior written consent has been granted by Amotai in writing.

c. The registered logo may not be edited, cropped, modified or changed in any way without the prior written consent of Amotai.

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

e. Registered Suppliers acknowledge and agree that Amotai owns all right, title and interest (including Intellectual Property Rights) in and to the registered logo and only Amotai may authorise licensing for use of the registered logo. No right, title or interest in the registered logo is granted or transferred to the Registered Supplier otherwise than as granted pursuant to these Terms and Conditions.

f. If a Registered Supplier is or becomes aware of any unauthorised use of the registered logo, including the use of a similar mark, the Registered Supplier 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 registered logo.

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

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

4. Events

a. Pursuant to clause 1(b), when registering and attending any Corporate Event, the Registered Supplier agrees to comply with the Amotai Events Terms and Conditions.

5. Electronic exchange of information and use of Amotai Website

a. Pursuant to clause 1(b), in any and all use of the Website, the Registered Supplier agrees to comply with the Amotai Website Terms of Use.

b. The Website and the Content on the Website is protected by all intellectual property rights laws. The Website and all Content on the Website is owned by or licensed to Amotai and Amotai reserves all intellectual property rights in the Website and the Content.

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

d. The Website or Content on the Website may contain Māori and Pasifika 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 Website or the Content, the Registered Supplier 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 Registered Supplier 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 registration or certification. The Registered Supplier must not use the Website to exchange Content or other information between members, Registered Suppliers or other third parties in an offensive or unlawful manner, or to send or distribute any messages, materials or Content that may be considered offensive or 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 Registered Suppliers via or in connection with the Website.

6. Confidentiality and privacy

a. You agree not to disclose any Amotai Confidential Information without Amotai’s prior written consent.

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

c. You acknowledge and agree that the Member may collect, store, disclose and use all data which may be disclosed by a Member to Amotai and you acknowledge and agree that Amotai may collect, store, disclose, manipulate or use any or all data as part of the Aggregate Data for any purpose in Amotai’s absolute discretion, including to improve and support its goods and services, and to create and distribute reports regarding use of such goods and services.

d. Amotai from on or around 3rd September 2020 will provide the service ‘Amotai Platform’ or similar to Members. As an approved Registered Supplier, you consent to the listing of your business/company being available to members including:

i. Company information (including business name, trading name, Website, company number, business activity/sectors/categories, company description, business location, business contact details (including name, phone number, email address, photo), company logo, insurances, health and safety qualifications, number of employees (Māori and Pasifikaand non-Māori and Pasifika ), geographic reach and previous experience); and

ii. Ownership information (including % Māori and Pasifika ownership).

7. 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 Registered Supplier or a third party in relation to unauthorised access, misuse, corruption or loss of any Content or any other information exchanged over the Amotai Website.

b. The Registered Supplier 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 Content or any other information exchanged in any way whatsoever between the Registered Supplier and a third party (including another Registered Supplier or Member).

c. Amotai accepts no liability or responsibility to any third party in connection with our services. The Registered Supplier 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 Registered Supplier’s breach of these Terms and Conditions.

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

e. Subject to clauses 7(a) – 7(d), to the extent permitted by law, Amotai’s liability to the Registered Supplier for any loss or damage in contract, tort or otherwise will be limited to recovery of direct damages not exceeding NZD $5,000.

f. Amotai’s liability for any loss or damage sustained by the Registered Supplier will be reduced proportionately to the extent that such loss or damage has been caused by the Registered Supplier’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 Registered Supplier has contributed to such loss or damage, regardless of whether a claim is made by the Registered Supplier for breach of contract or for negligence or under an indemnity.

8. Suspension or termination of registration or certification

a. Amotai, in its sole discretion, may restrict, suspend or terminate the Registered Supplier’s registration or certification, respectively, if the Registered Supplier fundamentally breaches these Terms and Conditions or ceases to operate, and Amotai has carried out the investigation process set out in clause 8(c) of these Terms and Conditions. Whilst such investigation process is underway, Amotai may, in its sole discretion, restrict or suspend the Registered Supplier’s registration or certification.

b. The following acts amount to a fundamental breach of these Terms and Conditions:

i. The Registered Supplier is in breach of any material obligation, warranty or representation made under these Terms and Conditions, including obligations under clauses 3, 5, 6 and 9;

ii. The Registered Supplier goes beyond the scope of the licence granted for use of the registered logo under clause 3(b); and

iii. The Registered Supplier 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, falsely claims to be of Māori and Pasifikaheritage or otherwise does not comply with Amotai’s Member and Supplier Code of Conduct.

c. In the event of a fundamental breach under this clause 8, or in the event that Amotai suspects there to have been a fundamental breach under this clause 8, Amotai:

i. must serve written notice to the Registered Supplier providing:

a. such details of the fundamental breach as it considers, in its sole discretion, that it is reasonably able to divulge; and

b. the investigation process set out in this clause 8(c) so that the Registered Supplier may reasonably respond to the notice;

ii. must provide the Registered Supplier with at least 10 business days to respond to the notice;

iii. must carry out an investigation into the fundamental breach within a reasonable time frame. Part of that investigation may involve Amotai requesting further information and documentation from the Registered Supplier. Where such requests are made, the Registered Supplier will be provided with at least 10 business days to respond (‘Information Request’);

iv. may, if 10 business days have elapsed since an Information Request was made and the Registered Supplier has not adequately addressed the Information Request, make a determination that there has been failure to engage with the investigation process (a ‘failure to engage determination’);

v. (Assuming a failure to engage determination has not been made) must determine whether the Registered Supplier has or has not fundamentally breached these Terms and Conditions (a ‘determination’);

vi. must prepare a record of the determination or failure to engage determination and any resolution/action proposed to be taken; and

vii. must inform the Registered Supplier of the outcome of the investigation, providing reasons for the determination or failure to engage determination and any resolution/action proposed to be taken.

d. Upon termination, all rights granted to the Registered Supplier under these Terms and Conditions will revert to Amotai and the Registered Supplier must:

i. Cease to represent itself as a Registered Supplier of Amotai;

ii. Cease to reproduce or otherwise use the registered logo;

iii. Remove the registered logo from any and all material, information and Content, including the Registered Supplier’s branding, Website and social media pages, business development materials, correspondence and corporate communication; and

iv. Return all materials supplied by Amotai (including the registered logo) within 10 business days, or if directed by Amotai, destroy all copies of those materials.

9. Confirmation of Māori and Pasifika status

a. Confirmation of Māori and/or Pasifika status of Māori and Pasifikabusiness owners (in the percentage required) must be provided to Amotai before any Māori and Pasifikabusiness is Registered. To evidence this status, a business must provide Amotai with confirmation that the individual(‘s) having the beneficial ownership of the prospective Registered Supplier meet the following criteria:

  • Partnerships: at least 50% of each class of partnership interest is owned by Māori and/or Pasifika person(s) and such ownership must be reflected in the partnership agreement; or
  • Corporations/Companies: Māori and/or Pasifika person(s) own at least 50% of each class of ordinary voting shares issued and at least 50% of each class of all other shares issued; or
  • Trusts: at least 50% of owner(s) of securities or assets held in trust are Māori and/or Pasifika person(s); or
  • Sole proprietorship/trader: 100% ownership by a Māori and/or Pasifika person.

b. By completing the Amotai registered supplier process, the individual confirms that the owner(‘s) with the beneficial ownership of the prospective Registered Supplier meet the following definitions of:

i. is of Māori and/or Pasifika descent; and

ii. identifies as a Māori and/or Pasifika person;

c. Amotai uses New Zealand Companies Office data to help make decisions on eligibility of Registered Suppliers. This data is sourced from publicly available information and Amotai reserves the right to make an amendment to Registered Supplier’s registration status if any sources of data show changes within the ultimate beneficial holding of any company.

10. Criteria for registration

To become a Registered Supplier, a business must:

a. Prove that it meets the relevant Māori and Pasifika ownership criteria;

b. Be registered online with the Platform; and

c. Pass an internal verification process carried out by Amotai.

11. Entire agreement

This Agreement constitutes the entire agreement, understanding and arrangement (express and implied) between the Registered Supplier 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.

12. 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.

13. 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 of New Zealand.

14. Definitions

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

‘Amotai’ ‘our’ or ‘we’ means, where the context requires, Auckland Council.

‘Aggregate Data’ means any statistical data, analytics, trends or other aggregated or de-identified data derived from your Confidential Information, or any other information, which has been supplied to Amotai or a Member in the course of your engagement with Amotai or a Member including a related company or other related entity of either Amotai or a Member.

‘Confidential Information’ means information that is 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 registered logo where a licence 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 Website including, but not limited to text, graphics, logos, software, documents, reports, papers, articles, brochures, newsletters, comments, courses, workshops, seminars, webinars, videos, audio, images and Māori and PasifikaCultural and Intellectual Property such as Māori and Pasifikalanguages and cultural heritage.

‘Corporate Event’ means an event organised and promoted by Amotai which the Registered Supplier may register to attend including but not limited to, conferences, tradeshows, and awards.

‘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.

‘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.

‘Maori’ means people with Māori whakapapa and who identify as Māori.

‘Member’ means an organisation or other entity that is a current approved member of Amotai that seeks to purchase products and/or services from Māori and Pasifikabusinesses.

‘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

‘Registered Supplier’ or ‘Registered’ or ‘you’ means a current approved Māori and/or Pasifika business and registered supplier of Amotai meeting registration criteria.

‘Terms and Conditions’ means these Registered Supplier 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 where the context provides also include the Amotai platform with the URL address of www.platform.amotai.nz