Akahu provides an open finance platform. Akahu APIs enable Users to connect their accounts to third party products. You would like to use Akahu APIs and Services in your products.
This Agreement is between you and Akahu. This Agreement governs your access to and use of Akahu APIs and the Services.
This Agreement comprises: this Part A (Commercial Terms), including the table and signature blocks below, and Part B (General Terms). The General Terms will also be published on our website and may be updated from time to time.
[Table and signature block are included in the execution version of these Terms that Akahu provides to you when you when the Commercial Terms have been agreed.]
1.1 We will publish these General Terms on our website, however there is no contract between you and Akahu unless both of us have signed a version that includes the full Commercial Terms (other than sandbox usage described in clause 20).
1.2 We may update or change this Agreement at any time in our discretion by posting updated terms on our website at akahu.nz/developer-terms, provided that we will first give you 30 days’ notice of any change to the email address we have on file for you (unless an immediate update is required by applicable law, in which case we will make the changes and notify you as soon as practicable). Your continued use of the Services following notification constitutes your binding acceptance of the Terms as modified. If you don’t agree with a change, you are free to reject it by notifying us in writing, however that means you will no longer be able to use the Services. Your notice will be deemed a notice of termination under clause 6.1.
1.3 Your use of the Services may be subject to additional terms notified to you by Akahu from time to time. The Services may also use Third Party Products including but not limited to third party infrastructure-as-a-service providers. Where Third Party Product terms apply, Akahu will use reasonable endeavours to notify you via the Services. If you do not agree to any additional terms or Third Party Product terms, you may terminate this Agreement and you must cease accessing or using the Services.
2.1 Akahu is committed to giving consumers control of their data. Akahu will only provide access to the Services to organisations we think will support that purpose.
2.2 To access the Services, you must successfully complete Akahu's accreditation process described at akahu.nz/accreditation. You must provide true, accurate, and complete information about yourself and your proposed use of the Services. You must not misrepresent your identity or any information that you provide for your account, and must keep your account information up to date at all times. You must notify us immediately at email@example.com if any of the information contained in your accreditation application changes, or is likely to change. Akahu will notify you if your application for accreditation is accepted.
2.3 Akahu considers applications for accreditation against various criteria, including the Akahu Policies (described in Schedule 1). You must read the Akahu Policies before applying for accreditation as they include important information about our expectations and your responsibilities if we provide you with access to the Services.
2.4 You will be given an Akahu developer account in order to use the Services. It is your responsibility to maintain access to your Akahu developer account and to keep it secure. You are responsible for your account information, including your Akahu API authentication credentials, and must keep these secure.
2.5 If you become aware of any unauthorised use of your account or any other breach of security, please immediately notify us via firstname.lastname@example.org.
3.1 Subject to payment of the Fees, Akahu grants to you a non-exclusive, non-transferable, non-sublicensable, and revocable licence to access and use the Services as detailed in the Commercial Terms for the purposes of:
3.1.1 integrating the Services with your Developer Products and:
(a) distributing those Developer Products to Users; and
(b) using those Developer Products to support Downstream Services, but only to the extent specified in the Commercial Terms or otherwise approved by Akahu in writing (and excluding any Downstream Services for which Akahu has revoked its approval); and
3.1.2 enabling the exchange of User Data between the Developer Product and third parties the relevant User authorises you to obtain User Data from or provide it to.
3.2 The term of the licence under clause 3.1 commences when Akahu first gives you access to the Services (which it will not do until your accreditation has been approved) and ends on termination of this Agreement.
3.3 You must only access and use the Services for the purposes detailed in, and otherwise in accordance with, the Commercial Terms.
3.4 You agree that:
3.4.1 you must comply with the Akahu Policies and Akahu's technical documentation and directions in using the Services;
3.4.2 you will not make any representations or warranties regarding Akahu or the Services without Akahu’s prior written consent; and
3.4.3 Akahu is not required to provide any acceptance testing with respect to any Developer Products.
4.1 Your systems and Developer Products must handle User Data securely. With respect to User Data, you should follow industry best practices but, at a minimum, you must:
4.1.1 comply with all applicable laws and the Akahu Policies;
4.1.2 comply with New Zealand’s Privacy Act 2020 (Privacy Act), or provide a comparable level of protection to the Privacy Act;
4.1.3 ensure that your have adequate security measures in place to protect the security, privacy, confidentiality, integrity and availability of information and data (including User Data), provided to, or exchanged through, the Services;
4.1.4 use modern and industry standard cryptography when storing or transmitting any User Data;
4.1.5 maintain reasonable access controls to ensure that only authorised individuals that have a business need have access to any User Data;
4.1.6 monitor your systems for any unauthorised access. Patch vulnerabilities in a timely fashion. Log and review any events suggesting unauthorised access;
4.1.7 plan for and respond to security incidents; and
4.1.8 comply with relevant rules and regulations with regard to the type of data you are handling.
4.2 You represent and warrant that you have the authorisation of the relevant User for all processing of User Data using the Services that is initiated by or through the Developer Product, including:
4.2.1 the submission of User Data (such as the User's Personal Information or account data) to Akahu;
4.2.2 'read' requests for User Data from a connected data source, such as bank account information; and
4.2.3 'write' instructions, such as payment initiation,
and that authorisation is informed, freely given, current, and able to be revoked by the User.
4.3 You acknowledge and agree that Akahu will process User Data in accordance with the Akahu Privacy Notice. You represent and warrant that you have obtained all necessary authorisations from Users and provided all necessary information to Users to enable Akahu to process User Data in accordance with the Akahu Privacy Notice.
4.4 You represent and warrant that you will not share User Data with any third party, other than the relevant User in your Developer Product, unless we have explicitly agreed for you to share such User Data in the Commercial Terms.
4.5 You acknowledge that Akahu provides Users with the ability to manage their own data permissions within their Akahu dashboard (if a User has granted ongoing access). If a User withdraws permission for your Developer Product to have access to that User's User Data, neither you nor your Developer Product will be able to access that User's User Data via the Services (unless the User reinstates permission to do so). A User may also request that Akahu restricts certain processing of their User Data or erases it. If we request you to restrict processing of User Data, erase it, or comply with other instructions we have received from a User in respect of their User Data, you must immediately comply with that request (unless you have regulatory requirements or reasonable privacy notice requirements that prevent you from doing so). We may request (and you must provide) evidence that you have complied with that request.
4.6 If we explicitly agree in the Commercial Terms for you to share User Data with a third party, and a User makes a request in relation to the processing of relevant User Data as described in clause 4.5, you are responsible for ensuring that any relevant third party immediately complies with such a request. We may request (and you must provide) evidence that you have complied with that request.
4.7 Akahu will take reasonable steps and use industry standard procedures to ensure that User Data stored by Akahu is kept secure. If Akahu becomes aware of a data breach involving Personal Information of a User provided by you and held by Akahu, we will notify you of the data breach as soon as reasonably practicable and provide reasonable assistance to you to comply with any obligations to notify affected individuals or regulators.
5. INVOICING AND PAYMENT
5.1 You must pay the Fees. Akahu will provide a tax invoice (Invoice) setting out the Fees due and payable.
5.2 Payment to Akahu must be made by the method and the due date indicated on each Invoice issued by Akahu. If payment is not made within the time specified on the Invoice, Akahu may at its discretion suspend or terminate your access to the Services without notice to you, in which case you will not be able to access or use the Services or User Data and Akahu is not responsible for any interruption this may cause to your Users’ access to or use of the Developer Product.
5.3 All amounts are stated in New Zealand dollars and unless otherwise stated, all amounts are exclusive of GST.
6.1 You can terminate your use of the Services (and this Agreement) at any time by notifying us in writing. Your access to and use of the Services will be terminated at the end of the billing cycle in which your termination notice is received by Akahu. To avoid doubt, your obligation to pay the Fees incurred by you, including any Fees applicable to the period following your notice of termination being received by Akahu and the end of the then current billing cycle, survives termination of this Agreement.
6.2 It is your responsibility to retrieve your data or replace the functionality supplied by the Services on your Developer Product prior to termination.
6.3 Akahu may suspend access to the Services and/or terminate this Agreement without cause by giving you 90 days’ written notice.
6.4 Akahu may suspend access to the Services and/or terminate this Agreement immediately if it reasonably believes that:
6.4.1 you have breached any provision of this Agreement and such breach is not capable of remedy or, if capable of remedy, is not remedied within seven days of a notice from Akahu;
6.4.2 you are attempting to decipher, decompile, or reverse engineer the Services or any part of them;
6.4.3 a request for Services is inappropriate, improper, or unlawful;
6.4.4 you fail to provide Akahu with clear or timely instructions to enable Akahu to provide you with the Services;
6.4.5 the working relationship between the parties has broken down including a loss of confidence and trust;
6.4.6 you are bankrupt or insolvent;
6.4.7 the Services are being used in breach of Akahu's agreements with any third party partners or data sources;
6.4.8 you or a Developer Product fails to comply with the Akahu Policies; or
6.4.9 anything outside Akahu’s control occurs which has the effect of compromising Akahu’s ability to provide you with the required Services within a required timeframe.
6.5 On termination of this Agreement your right to use the Services terminates and you must immediately cease using the Services.
7. YOUR OBLIGATIONS AND ACKNOWLEDGEMENTS
7.1 You must comply with the Akahu Policies and all applicable laws when accessing and using the Services or otherwise exercising your rights or performing your obligations under this Agreement.
7.2 You warrant that all information provided by you to Akahu is true, accurate and complete and not misleading or deceptive.
7.3 You acknowledge and agree that:
7.3.1 it is your responsibility to determine that the Services meet your and each User’s needs and are suitable for the purposes for which the Services are used;
7.3.2 you are responsible for obtaining any consents, licences, permits and permissions from other parties as required for the Services to be provided (other than in respect of Third Party Products we include in the Services, to which clause 1.3 applies), at your cost, and for providing Akahu with the necessary consents, licences and permissions; and
7.3.3 the reliability and availability of the Services is dependent upon factors including but not limited to: the Developer Product; your, or a User’s, operating system; internet connection; and the availability of Third Party Products (as well as changes in third party mobile/web apps), and you should consider the potential for disruption or other difficulties that may affect the Developer Product or your use of the Services generally.
7.4 any terms entered into between you and each User for the Developer Product do not in any way diminish, reduce or eliminate any of Akahu’s rights under this Agreement, the Akahu End User Terms, or the Akahu Privacy Notice.
7.5 You must have your own safeguards and backup processes in place to recover from any failures or loss of User Data which might occur whilst using the Services and protect the confidentiality of your User Data with suitable management procedures, as you may see fit.
7.6 If requested by Akahu, you must make publicly available on your website and/or within your Developer Product a summary of how your Developer Product uses the Services, and how it accesses and processes User Data. You must make any changes to that summary reasonably requested by Akahu (for example, to correct any inaccurate descriptions of the Services' functionality).
7.7 You must ensure that, before supporting any Downstream Service, the Downstream Service Provider that provides the Downstream Service has agreed to comply with the Consumer Information Policy (which forms part of the Akahu Policies).
7.8 You must provide easily accessible support contact information so that Users may contact you regarding any questions, particularly regarding privacy or security concerns.
7.9 You must delete any data received via the Services if requested by a User (unless you have regulatory requirements or reasonable privacy notice requirements that prevent you from doing so).
8. PROHIBITED USE
8.1 You must not and you must not support or enable any other person to:
8.1.1 use the Services or any User Data in any manner that is illegal or violates any applicable law or regulation or in breach of the Akahu Policies;
8.1.2 attempt to circumvent or disable the Services or any technology features or measures in the Services by any means or in any manner;
8.1.3 attempt to modify, copy, adapt or reproduce any part of the Services except as necessary to use it for normal operation;
8.1.4 attempt to decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Services (other than source code we provide you with to enable integration with your Developer Products);
8.1.5 distribute, encumber, sell, rent, lease, sublicense, or otherwise transfer, publish or disclose the Services or User Data to any third party (except as expressly permitted under this Agreement and for the specific use cases described in the Commercial Terms);
8.1.6 remove or alter any trade mark, logo, copyright or other proprietary notices, legends, symbols or labels in or used in connection with the Services;
8.1.7 use the Services in any manner to aid in the violation of any third party Intellectual Property, including but not limited to another’s copyrights, trade secrets and patents;
8.1.8 take any action that interferes in any manner with Akahu’s rights with respect to the Services;
8.1.9 attempt to undermine the security or integrity of the Services or where any and all part of the Services is hosted by a third party, that third party’s computing systems and networks;
8.1.10 use the Services in any way which may impair the functionality of the Services or other systems used to deliver the Services or impair the ability of any other user to use the Services;
8.1.11 attempt to gain access to any systems or materials, other than those to which you have been given express permission to access;
8.1.12 transmit, input into, or otherwise use with the Services any files that may damage any other person's device or software, content that may be offensive, or material or User Data in violation of any law (including any content protected by copyright or trade secrets which you do not have the right to use);
8.1.13 sell or rent User Data to marketers or any other third party without the User's authorisation;
8.1.14 collect and store User Data other than as required to access or use the Services, as authorised by the User and as contemplated by this Agreement, as permitted by Akahu, and as permitted under applicable law;
8.1.15 use, disclose, or otherwise process User Data other than in strict compliance with applicable law;
8.1.16 access or use the Services for any purpose other than for which they are provided by us (as expressly set out in the Commercial Terms), including for competitive evaluation, spying, creating a substitute or similar service to any of the Services, or other nefarious purpose;
8.1.17 scan or test the vulnerability of any Akahu infrastructure without express prior written permission from Akahu;
8.1.18 overload, flood, or spam any part of the Service;
8.1.19 create developer accounts for the Service by any means other than our publicly-supported interfaces (for example by creating developer accounts in an automated fashion or otherwise in bulk); or
8.1.20 transfer, syndicate, or otherwise distribute the Services or User Data without express prior written permission from Akahu.
8.2 You acknowledge that Akahu may:
8.2.1 monitor your use of the Services to verify your compliance with this Agreement and for internal business purposes including improving the Services and you will not interfere with this monitoring; and
8.2.2 terminate this Agreement immediately if you breach any provision under this clause.
8.3 To the extent that any Downstream Service uses User Data retrieved pursuant to this Agreement in ways that are not specified in the Commercial Terms, you are responsible for any acts and omissions of the Downstream Service Provider as though they were your acts or omissions.
9. INTELLECTUAL PROPERTY
9.1 Title to and ownership of Intellectual Property rights:
9.1.1 in and to any content displayed throughout the Services, or accessed through the Services, are the property of the applicable content owner and may be protected by applicable copyright or other law. This Agreement gives you no rights to such content; and
9.1.2 in the Services and any documentation relating to the Services and any modifications to them remain the property of Akahu and its successors and permitted assigns. Your right to use such Intellectual Property is subject to this Agreement.
9.2 Subject to this Agreement, you grant Akahu a non-exclusive, worldwide, royalty-free, irrevocable licence for the term of this Agreement to use, copy, reproduce, transmit, store, and back-up any materials you provide in connection with your use of the Services, or otherwise made available by you to Akahu via the Services, for the purposes of:
9.2.1 enabling you to access and use the Services and for any other purpose related to provision of Services to you;
9.2.2 the performance of Akahu’s obligations under this Agreement; and
9.2.3 improving the Services.
9.3 Clause 9.2 does not limit Akahu's rights to use User Data in accordance with the Akahu Privacy Notice.
9.4 If you support a Downstream Service, Akahu may request that you procure the right for Akahu to use the Downstream Service Provider’s trade marks for the purposes of providing the Services. If you do not procure such rights, Akahu may choose (in Akahu’s sole discretion) to not provide the Services to you for that Downstream Service.
10.1 If a Party (Receiving Party) receives or accesses the other Party's (Disclosing Party) Confidential Information, the Receiving Party must (except with Disclosing Party's prior written approval):
10.1.1 not use the Disclosing Party's Confidential Information (nor allow it to be used) for any purpose other than to perform its obligations under this Agreement;
10.1.2 not disclose the Disclosing Party's Confidential Information to anyone other than:
a) its Personnel who have a need-to-know for the purposes of fulfilling the Receiving Party's obligations under these Terms; or
b) its professional advisors, upon obtaining a similar undertaking of confidentiality from such advisors; or
c) as required by law.
10.1.3 treat, and will ensure that its relevant Personnel treat, the Disclosing Party's Confidential Information with the utmost confidence;
10.1.4 store and keep all materials containing any of the Disclosing Party's Confidential Information in secure custody (which is appropriate depending upon the form of such materials and the nature of the Confidential Information);
10.1.5 without limiting the above obligations, exercise the same standard of care in the treatment and protection of the Confidential Information as it exercises or should exercise for its own confidential information of a similar nature and sensitivity; and
10.1.6 on discovery of any breach of this clause by the Receiving Party or any person in possession of Confidential Information through the Receiving Party, immediately notify the Disclosing Party of such breach and co-operate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of the Confidential Information.
10.2 User Data is not your Confidential Information. Nothing in this clause 10 limits Akahu's rights to use User Data in accordance with the Akahu End User Terms and Akahu Privacy Notice.
11. UPDATES, SUPPORT AND AVAILABILITY OF SERVICES
11.1 Akahu may issue progressive updates, changes, amendments or modifications to the Services (Updates) from time to time for the duration of this Agreement.
11.2 You acknowledge that Akahu has no obligation to provide you with any support for Updates to the Services. Akahu may, from time to time, issue Updates to the Services, or automatically update the Services. You consent to such Updates, and agree that this Agreement will apply to all Updates.
11.3 Whilst Akahu intends that access to the Services should generally be available on a full-time basis, you acknowledge that there will be periods of unavailability, for example due to maintenance or other development activity, and other factors as contemplated in clause 7.3.3.
11.4 Akahu may change, suspend, or discontinue the Services, in whole or in part, at any time, including the availability of any Services. We cannot provide a guarantee that future versions of the Services will be backwards compatible. You acknowledge that an update, modification, or termination of the Services may adversely affect how you access or communicate with Akahu APIs. You are responsible for ensuring you are able to continue to use Akahu APIs.
11.5 Akahu will use reasonable endeavours to provide notice to you of any relevant maintenance or development activity in advance via email, Slack, or other electronic communications.
12. LIMITATION OF LIABILITY AND DISCLAIMERS
12.1 Nothing in these Terms is intended to limit or exclude liability which cannot by law be limited or excluded.
12.2 You acknowledge and agree that:
12.2.1 the Services are supplied to enable you, in the course of trade, to support functionality in Developer Products;
12.2.2 the Services are being supplied and acquired in trade and the Parties are all in trade; and
12.2.3 to the extent permitted by law, sections 9, 12A, 13, and 14(1) of the Fair Trading Act 1986 and the provisions of the Consumer Guarantees Act 1993 do not apply to this Agreement or the Services.
12.3 To the fullest extent permitted by applicable law, the Services and all material or work are provided to you without warranties of any kind, either express or implied, and Akahu disclaims all warranties, express or implied, including, without limitation: any implied warranties of merchantability; fitness for a particular purpose; that the Services will not infringe third party intellectual property rights (other than in respect of the Intellectual Property comprised in the Akahu APIs and Services); that the Services will be delivered without interruption; or that the Services will be free of viruses, bugs or other harmful components or defects or that such defects will be corrected from the Services (except for any failure by Akahu to use commercially reasonable efforts to ensure that the Akahu APIs are free from such defects).
12.4 To the fullest extent permitted by applicable law, you acknowledge that Akahu gives no guarantee that:
12.4.1 the Services will meet your requirements as the functionality of the Services is dependent upon a number of factors including configuration with the Developer Product, User’s systems, and availability of Third Party Products (as well as changes in third party mobile/web apps);
12.4.2 the Services will work in each of your desired use case scenarios; or
12.4.3 the Services can be executed on every operating system.
12.5 Although Akahu will use reasonable endeavours to prevent loss of any User Data, Akahu does not make any guarantees that there will be no loss of User Data.
12.6 To the fullest extent permitted by applicable law, you acknowledge and agree that the information and materials provided on or via the Services or otherwise provided to you by Akahu (including all User Data and any enrichments of User Data) is provided on an “as is” basis. Akahu and its directors, officers, employees, contractors and agents accept no responsibility for and make no representations or warranties to you or to any other person as to the reliability, accuracy, currency, or completeness of the information in such materials or information generally contained or exchanged via the Services. You are solely responsible for (and where applicable you must ensure each User understands they are responsible for) determining the suitability of any Services, and you rely on any information provided to you through the Services at your own risk.
12.7 All risk arising out of the use or performance of the Services remains with you. You understand and agree that the use of the Services, material, or data downloaded or otherwise obtained through the use of the Services, is at your own discretion and risk and that you will be solely responsible for any infections, contaminations, or damage to your computer, system, or network. Akahu is not responsible or liable for delays, inaccuracies, errors, or omissions arising out of your use of the Services, any third-party software, or operating system.
12.8 In no event will Akahu or its licensors be liable for any consequential, incidental, indirect, special, punitive, or other damages whatsoever arising out of this Agreement or the interruption to, use of, or inability to use the Services, even if Akahu has been advised of the possibility of such damages.
12.9 Akahu's maximum aggregate liability in contract, tort (including negligence), or otherwise, arising under or in connection with this Agreement or the provision of the Services shall be limited to the total Fees paid to access and use the Services in the six months prior to the event giving rise to the liability.
13.1 You will be liable for and agree to indemnify and (at Akahu's option) defend Akahu from and against any and all claims, liabilities, suits, actions, and expenses, including costs of litigation and reasonable legal costs, resulting directly or indirectly from:
13.1.1 any User Data or information submitted by you that is not accurate, not up to date, not complete, misleading, or a misrepresentation;
13.1.2 any breach of this Agreement by you;
13.1.3 any misuse of the Services, from or by you, your employees, contractors, or agents or a User;
13.1.4 any breach of law, regulation, or licence by you or a User; or
13.1.5 any claim brought by a third party, including any User, against Akahu arising out of any misuse or negligence by you (or your failure to comply with this Agreement) in connection with your use of the Services; or
13.1.6 any claim brought against Akahu by the supplier of a Downstream Service Provider.
13.2 You agree to co-operate with Akahu (at your own expense) in the handling of disputes, complaints, investigations, or litigation that arise as a result of your use of the Services including but not limited to disputes, complaints, investigations, or litigation that arises out of or relates to incorrect information you have given to Akahu.
13.3 The obligations under this clause will survive termination of this Agreement.
14.1 Any notice required or permitted to be given to you under this Agreement will be addressed to you using the email or address specified in the Commercial Terms.
14.2 Any notice required or permitted to be given to Akahu under this Agreement must be addressed to Akahu using the following contact details: email@example.com or Akahu’s address for service as described on the Companies Office from time to time.
15.1 You may not assign, novate or transfer any of your rights, liabilities, or obligations under this Agreement without our prior written consent.
15.2 We may assign, novate, or transfer this Agreement to our related companies or in connection with a merger, sale, reorganisation, or other change of control of our business.
16. THIRD PARTY RIGHTS
16.1 A person who is not a party will not have any rights under or in connection with this Agreement by virtue of the Contract and Commercial Law Act 2017 or otherwise.
17.1 Any obligations under this Agreement which are either expressly intended to or which by their nature should survive termination or expiry of this Agreement will survive such termination or expiry.
18. NO AGENCY
18.1 Except as expressly set out in this Agreement, this Agreement does not create any relationship between the Parties of principal and agent, partnership, joint venture, or employer and employee. Except as expressly set out in this Agreement, neither Party will have authority to act for or incur any obligation on behalf of the other Party, except as expressly provided for in this Agreement.
19. GOVERNING LAW
19.1 This Agreement is governed by and construed in accordance with the laws of New Zealand and the Parties submit to the exclusive jurisdiction of the New Zealand courts.
20. SANDBOX AND PERSONAL APPS
20.1 This clause 20 applies to your use of our “sandbox” or “personal app” functionality (together referred to as our “Sandbox”).
20.2 When using our Sandbox, this Agreement applies with the following modifications:
20.2.1 There is no accreditation requirement.
20.2.2 You are not required to pay Fees.
20.2.3 Your use of our Sandbox is solely permitted for the purpose of testing whether our Services are suitable for your Developer Product. That testing is required to be undertaken in a non-production environment. For the avoidance of doubt, you are not permitted to use our Sandbox for any commercial or business purpose.
20.2.4 You must not provide access to our Sandbox to any User that is not part of your organisation (without our prior written consent).
20.2.5 We may terminate this Agreement and access to our Sandbox at any time at our sole discretion. You may terminate this Agreement at any time by providing notice to us.
20.2.6 Upon termination of this Agreement, you must immediately stop using our Sandbox and delete any cached or stored content.
21.1 This Agreement records the entire agreement between the parties regarding its subject matter and supersedes all previous oral or written agreements, understandings, representations, or warranties dealing with the same subject matter.
21.2 This Agreement may be signed in any number of counterparts which when taken together constitute one document.
21.3 If any clause of this Agreement that is found to be unenforceable, illegal or invalid, the clause is deemed modified to the extent required to remedy the illegality, unenforceability or invalidity, if modification is not possible, the clause will be treated as severed from this Agreement without affecting any other clause.
21.4 To waive a right under this Agreement, the waiver must be in writing. The failure to enforce any right at any time shall not be a waiver of any right.
Agreement means the Commercials Terms and General Terms, including all Schedules and Appendices (if any).
Akahu, we, us, and our means Akahu Technologies Limited and our successors and permitted assigns.
Akahu APIs means the Akahu application programming interfaces, documentation, and sample code, of the version generally available as of the Commencement Date, as it may be changed by Akahu from time to time.
Akahu End User Terms means the terms available at akahu.nz/end-user-terms as updated by Akahu from time to time.
Akahu Policies means the policies described in Schedule 1 as updated from time to time at akahu.nz/policies.
Akahu Privacy Notice means the privacy notice available at akahu.nz/privacy-notice or akahu.nz/privacy-notice-oneoff-consent (as relevant) as updated by Akahu from time to time.
Commencement Date means the date specified as the commencement date in the Commercial Terms.
Commercial Terms means the part of this Agreement headed "Commercial Terms".
Confidential Information means information or material of a confidential nature belonging to a Party, in whatever form (whether tangible and/or visible or not) that is disclosed or communicated by a party to the other, or learnt or accessed by whatever means, and that is obtained by the other Party as a result of entering into or performing its obligations under this Agreement. Any non-public information about the Services is the Confidential Information of Akahu. User Data is not your Confidential Information.
Developer Product means a software application (including a web or mobile app) developed by or on behalf of you (and which you own the Intellectual Property rights in) that receives, sends, uses, displays, or manipulates User Data via the Services.
Downstream Service means a service (which may be a software application) for which you provide services, features, support, or functionality via a Developer Product using the Services or User Data. For example, if your Developer Product uses User Data to provide identity verification services to an online banking application, the online banking application is a Downstream Service.
Downstream Service Provider means the provider of a Downstream Service.
Fees means the fees payable by you to Akahu for access and use of the Services as set out in the Commercial Terms.
General Terms means the part of this Agreement headed “General Terms”.
Intellectual Property includes 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), registered and unregistered trade marks, designs (whether or not registered or registrable), circuit layouts, trade names, trade secrets, confidential information, know-how, business names, company names, and internet domain names.
Party means each of Akahu and you (and Parties means, collectively, Akahu and you).
Personal Information has the meaning given in the Privacy Act 2020.
Personnel means employees, volunteers, directors, officers, contractors, professional advisers, and agents.
Services means, collectively, Akahu APIs and our websites, dashboards, tools, and other relevant products or services.
Third Party Product means products, applications, websites, content, or services supplied by a Third Party Provider.
Third Party Provider means a third party supplying goods or services to you or to Akahu.
User means any person you permit to access or use the Services, or any part of a Developer Product that uses the Services. A User is “active” if a user token was issued for that User at any time during a billing month.
User Data means information relating to a User (including the User's Personal Information and account information with the relevant data source) which is:
a) provided by the relevant User via the Developer Product; or
b) processed by Akahu to enable functionality in the Developer Product for that User.
you and your means the individual or entity specified as the developer in the Commercial Terms and your successors and permitted assigns.