Reo Ora Terms & Conditions
Kiwi Panda™ is a subsidiary of Reo Ora Ltd. These are the terms and conditions under which we allow you to use www.kiwi-panda.com and app.reoora.com. By visiting www.kiwi-panda.com or app. reoora.com and requesting a Kiwi Panda™ English Language Certificate App, you agree to be bound by them.
The Kiwi Panda™ English Language Certificate App and e-books are owned and operated by Reo Ora Ltd, a company registered in New Zealand with incorporation Number 7560738.
Our address is 1072 Haupapa Street, Haupapa House – Office 2, Rotorua 3010, New Zealand.
GST Registration Number: 129559969.
You are Anyone who uses Our Website or buys any Service from us under any circumstances.
It is now agreed as follows:
Definitions
“Detailed Specification”
This means the written specification of the Kiwi Panda™ English Language Certificate App and e-books courses you have instructed us to deliver.
“Documentation”
Means other documentation linked to the provision of the course.
“Intellectual Property”
This means intellectual property owned by us of every sort, whether registered or registrable in any country, including intellectual property of all kinds coming into existence after today and including, among others, patents, trademarks, unregistered marks, designs, copyrights, software, domain names, discoveries, creations and inventions, together with all rights which are derived from those rights.
“Our Website and App”
This means our websites and app, www.Kiwi Panda™.com and app.reoora.com, or any service designed for electronic access by mobile or fixed devices that we own or operate.
“Price”
This means the price for our Services is set out on Our Website.
“Services”
This means all the services available from our Website, whether gratis or charged, including the provision of its courses.
“Work”
This means the work we do to provide the Services you have ordered.
1. Interpretation
In this agreement, unless the context otherwise requires:
1.1 reference to one gender shall include any or all genders, and a reference to the singular may be interpreted where appropriate as a reference to the plural and vice versa.
1.2. A reference to a person includes a human individual, a corporate entity, and any organisation that is managed or controlled as a unit.
1.3. in the context of permission, “may not” in connection with an action of yours means “must not”.
1.4. the headings to the paragraphs of this agreement are inserted for convenience only and do not affect the interpretation.
1.5. any agreement by either party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing.
1.6. except where stated otherwise, any obligation of any person arising from this agreement may be performed by any other person.
1.7. In any indemnity, a reference to costs or expenses shall be construed as including the estimated cost of the indemnified party’s management time.
1.8. These terms and conditions apply to all services we supply. They prevail over any terms you propose.
1.9. This agreement is made only in English. Suppose there is any conflict in meaning between the English version of this agreement and any version or translation of this agreement in any other language. In that case, the English language version shall prevail.
2. Basis of contract
2.1. In entering this contract, you have not relied on any representation or information from any source except the definition and explanation of the Services on Our Website.
2.2. If you use Our Website in any way and make an order on behalf of another person, you warrant that you have full authority to do so, and you accept personal responsibility for every act or omission by you.
2.3. Subject to these terms and conditions, we agree to provide you with some or all the Services described on Our Website at the Prices we charge from time to time.
2.4. You acknowledge that you understand precisely what is included in the Services and are satisfied that the Services you intend to buy suit your requirements.
2.5. We grant you a licence to use our intellectual property, limited to the terms set out in this agreement.
2.6. Our contract with you and licence to you last for one year from the date of start/payment. Any continuation by us or by you after the expiry of one year is a new contract in the terms shown on Our Website. Your continued use of our Services after that shall be deemed acceptance by you of the changed Service, system and terms.
2.7. The contract between us exists when we receive payment from you for a Service.
3. Price and payment
3.1. Prices for business Services are exclusive of any applicable goods and services tax or other sales tax. Prices for Services you may buy as a New Zealand consumer are exclusive of GST.
3.2. We may change the price of any Service at any time. However, we will never change the Price to affect the Price charged to you when you buy a Service.
3.3. Charges for Services are fixed whenever it is reasonably possible for us to ascertain the price.
3.4. When we do not provide fixed charges for the Service, we will charge by the hour. In that case, all work done, including all documentation, letters, e-mails, faxes, and telephone calls made and received, will be charged promptly.
3.5. Estimates of charges will be provided to you wherever possible.
3.6. Payment will be due to us within seven days of your receipt of our monthly invoice.
3.7. Payment may be made by credit card to Our Website, by cheque, or by transfer to our bank account.
3.8. If we do not receive payment within the required period, we will stop work until you have returned your payment.
3.9. The price posted on our website may have increased. If that happens, we will only provide the Services once you have confirmed that you wish to order at the new price.
3.10. We will bear bank charges by the receiving bank on our payments. All other charges relating to payment in a currency other than the New Zealand dollar will be borne by you.
3.11. Any details we provide regarding exchange rates are approximate only and may vary occasionally.
4. Security of your Credit Card
We take care to make Our Website safe for you to use.
4.1. Card payments are not processed through pages controlled by us. We use one or more online payment service providers who will encrypt your card or bank account details in a secure environment.
4.2. If you have asked us to remember your credit card details in readiness for your next purchase or subscription, we will securely store them on our systems. These details will be fully encrypted and only used to process your automatic monthly payments or other transactions that you have initiated.
5. Service provision
5.1. The Services are listed and described on Our Website. Once you have paid, we will contact you to tell you what help we need from you and when we shall start and complete our Work for you.
5.2. The provision of our Service relies on a schedule of Work. If you are unable to provide us with acceptance or information, we require for a period which extends the agreed timescale then we are entitled to payment by the schedule in any event.
5.3. Our Services will be delivered to you by your free download or e-mail or by both/all of these, at our choice, in the way we have explained on Our Website.
5.4. If we are not able to provide you with Services within ten days of the date of your order, we shall notify you by e-mail to tell you the likely provision date.
5.5. Subject to the provisions set out in paragraph 5, once the Service provision has started, you may cancel the outstanding Services at any time by giving us 21 clear days’ notice. Payment will be due until the expiry of the notice period.
6. Foreign taxes, duties and import restrictions
6.1. If you are not in New Zealand, we do not know and are not responsible for the laws in your country.
6.2. You are responsible for purchasing Services which you can legally import or use and for paying import duties and taxes of any kind levied in your country.
7. Representative liaison
7.1. With effect from entering into this agreement, you and we will each nominate a representative who will be authorised to make decisions relating to the Services you have ordered and who will be responsible for:
7.1.1. organising monthly meetings at which they will review the progress of the Work.
7.1.2. providing all information and Documentation reasonably required by either of them to enable completion of the Work.
7.2. Each month, our representative will prepare a progress report on the work’s progress and deliver a copy to your representative at least three days before each meeting.
8. Work management procedure
8.1. We shall prepare a Detailed Specification for the Te Reo course for your approval.
8.2. Within seven days of receipt of the Detailed Specification, you will either approve it or give us further instructions for editing it. If you fail to respond within that time, you will be deemed to have approved the Detailed Specification.
8.3. We shall consider all reasonable comments and requests for amendments received from you and incorporate them in a revised version of the Detailed Specification to be prepared and delivered to you as soon as possible.
8.4. The process described above will be repeated until you have approved (or are deemed to have approved) the Detailed Specification.
9. Content of Detailed Specification
The Detailed Specification will include (among other things):
9.1. Content of Progressive Web App; Reo Ora Ltd
9.2. details of each commonly accepted standard which will be attained in respect of the Work.
10. Dissatisfaction with the Services
10.1. Our most important task is to ensure your absolute satisfaction. We will always strive to reach that target. However, we acknowledge that mistakes are made occasionally. This paragraph covers that possibility. If you are not wholly satisfied with the Service, please tell us at the earliest opportunity:
10.1.1. exactly why you think we have failed.
10.1.2. the date, if relevant, of the failure.
10.1.3. when and how you discovered the failure.
10.1.4. the result of the failure.
10.1.5. Please suggest what action we should take to resolve the situation and restore your faith in us.
10.2. To do this, you must contact us by email at the contact point on Our Website.
10.3. You now agree that you commit a breach of this contract if you seek repayment of money paid to us by asking your credit card provider to credit back a payment made to us without attempting to seek repayment from us first. In that event, you agree that you will owe us first the sum charged to us by our payment service provider and secondly a sum based on time spent at $ 110 per hour in dealing with your breach. You also agree that this provision is reasonable.
11. Return & Refund Policy
11.1. Refer to Return & Refund Policy on www.reoora.com/return-refund-policy/
12. Confidentiality
12.1. Both parties know that in our work for you, we will have access to and be entrusted with information about the other’s business and operation and their dealings, transactions, and affairs, all of which information may be confidential.
12.2. We now undertake for ourselves and every employee or subcontractor whose services we may use both during and after completion of the Work that we will not divulge to any person whatsoever or otherwise make use of (and will use their best endeavours to prevent the publication or disclosure of) any trade secret or confidential information.
12.3. For your above undertaking, the information will be deemed to include all information (written or oral) concerning the Detailed Specification.
12.4. Each of us now undertakes to the other to make all relevant employees, agents, and subcontractors aware of the confidentiality of the information and the provisions of this paragraph and to take all such steps as will from time to time be necessary to ensure compliance by its employees, agents, and subcontractors with these provisions.
12.5. Each of us now undertakes to the other that for 12 months following completion of the Work,, they will not directly or indirectly, by an agent or otherwise, whether for themselves or the benefit of any other person, induce or endeavour to induce any officer or employee of the other to leave his employment.
12.6. The provisions of the last previous sub-paragraph will not apply to either of us if the other becomes subject to bankruptcy, receivership, or liquidation proceedings.
13. Intellectual Property
You always agree that you will:
13.1. not cause or permit anything which may damage or endanger our title to the Intellectual Property.
13.2. please notify us of any suspected infringement of the Intellectual Property.
13.3. indemnify us for any loss or expense arising from your misuse of the Intellectual Property.
13.4. Upon the expiry or termination of this agreement, you must immediately stop using the Intellectual Property except as expressly authorised by us in writing.
13.5. Do not use any name or mark that is similar or capable of being confused with any name or mark of ours.
13.6. so far as concerns software provided or made accessible by us to you, you will not:
13.6.1. copy or make any change to any part of its code.
13.6.2. use it in any way not anticipated by this agreement.
13.6.3. give access to it to anyone other than you, the licensee in this agreement.
13.6.4. in any way, provide any information about it to any other person or generally.
14. Do Not use the Intellectual Property except directly in our interest.
15. Disclaimers and limitation of liability
15.1. The law differs from one country to another. This paragraph applies so far as the applicable law allows.
15.2. All implied conditions, warranties and terms are excluded from this agreement. If, in any jurisdiction, an implied condition, warrant or term cannot be excluded, then this sub-paragraph will be deemed to be reduced in effect only to the extent necessary to release that specific condition, warranty or term.
15.3. Our Website and our Services are provided “as is”. We make no representation or warranty that the Service will be:
15.3.1. useful to you.
15.3.2. of satisfactory quality.
15.3.3. fit for a particular purpose.
15.3.4. available or accessible without interruption or error.
15.4. We claim no expert knowledge in any subject. We disclaim any obligation or liability to you arising directly or indirectly from information you take from Our Website.
15.5. We make no representation or warranty and accept no responsibility in law for:
15.5.1. accuracy of any content or the impression or effect it gives.
15.5.2. delivery of content, material or any message.
15.5.3. privacy of any transmission.
15.5.4. third-party advertisements, which are posted on our website or through our services.
15.5.5. the conduct, whether online or offline, of any user of Our Website or the Services.
15.5.6. failure or malfunction of computer hardware, software, technical equipment, or system connected directly or indirectly to your use of the Services.
15.5.7. any act or omission of any person or the identity of any person who introduces himself to you through Our Website: www.Kiwi Panda™.com
15.5.8. any aspect or characteristic of any goods or services advertised on Our Website.
15.6. You agree that in any circumstances when we may become liable to you, the limit of our liability is the amount you have paid us in the immediately preceding 12-month period for the Services concerned.
15.7. Except in the case of death or personal injury, our total liability under this agreement, however it arises, will not exceed $1,000. This applies whether your case is based on contract, tort or any other basis in law.
15.8. We will not be liable to you for any loss or expense which is:
15.8.1. indirect or consequential loss, or
15.8.2. economic loss or other loss of turnover, profits, business or goodwill, even if such loss was reasonably foreseeable or we knew you might incur it.
15.9. This paragraph (and any other paragraph which excludes or restricts our liability) applies to our directors, officers, employees, subcontractors, agents and affiliated companies as well as to us.
15.10. If you become aware of any breach of any term of this agreement by any person, please tell us by [state action required]. We welcome your input but do not guarantee that we will agree with your judgment.
15.11. Nothing in this agreement will be construed as limiting or excluding our liability for death or personal injury caused by our negligence.
16. Indemnity
You agree to indemnify us against all costs, claims and expenses arising directly or indirectly from:
16.1. your failure to comply with the law of any country.
16.2. your breach of this agreement.
16.3. any act, neglect, or default by any agent, employee, you, or customer.
17. Termination
This agreement may be terminated:
17.1. when the Work has been delivered to you.
17.2. We will immediately act if you fail to pay any additional sum due within [35 days] of the date you submit an invoice.
17.3. immediately by either party if the other commits any material breach of any term of this agreement and which, in the case of a breach capable of being remedied, is not remedied within [30 days] of a written request to remedy it;
17.4. immediately by either party if a trustee receiver, administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other party or if a petition is presented or a meeting is convened to consider a resolution or other steps are taken for the winding up of the other party or for the making of an administration or bankruptcy order (otherwise than for an amalgamation or reconstruction).
17.5. Termination of this agreement by this paragraph will be without prejudice to any other rights or remedies to which a party may be entitled.
18. Miscellaneous matters
18.1. You undertake to provide us with your current land address, e-mail address, and telephone number as often as they are changed, together with all information that we may require to enable us to fulfil our obligations under this contract.
18.2. If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it will be treated as changed or reduced only to the extent minimally necessary to bring it within the laws that jurisdiction and to prevent it from being void. It will be binding in that changed or reduced form. Subject to that, each provision will be interpreted as severable and will not in any way affect any other of these terms.
18.3. The rights and obligations of the parties set out in this agreement will pass to any permitted successor in title.
18.4. If you are in breach of any term of this agreement, we may:
18.4.1. publish all text and content relating to the claimed breach, including your name and email address and all correspondence between us and our respective advisers; you now irrevocably consent to such publication.
18.4.2. terminate your account and refuse access to Our App.
18.4.3. remove or edit content or cancel any order at our discretion.
18.4.4. issue a claim in any court.
18.5. Any obligation in this agreement intended to have effect after termination or completion will continue.
18.6. No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
18.7. When you visit Our Website or send messages to us by email, you communicate with us electronically. We communicate with you by e-mail or by posting notices on Our Website. You agree that all our electronic communications satisfy any legal requirement that such communications be in writing.
18.8. Any communication to be served on either party by the other will be delivered by hand, sent by first-class post or recorded delivery, or by e-mail.
It will be deemed to have been delivered:
if delivered by hand: on the day of delivery;
if sent by post to the correct address within 72 hours of posting;
If sent by e-mail to the address from which the receiving party last sent the e-mail, within 24 hours if the sender has received no notice of non-receipt.
18.9. In the event of a dispute between the parties to this agreement, they attempt to settle the dispute by engaging in good faith with the other in the mediation process before commencing arbitration or litigation.
18.10. This agreement does not give any right to any third party.
18.11. Neither party will be liable for any failure or delay in the performance of this agreement caused by circumstances beyond its reasonable control, including any labour dispute between a party and its employees.
18.12. In the event of any conflict between any term of this agreement and the provisions of the constitution of a limited company or any comparable document intended to regulate any other corporate or collective body, the terms of this agreement will prevail.
The laws of New Zealand shall govern this agreement’s validity, construction and performance.
If you have any questions or concerns about the information in this document, please contact us directly at [email protected].