What you need to know

aiva Merchant Terms of Service

This aiva Merchant Terms of Service (hereinafter referred to as “Agreement”) is a legal document that describes the Terms of Service between Myma Digital Limited (aiva), company number 7477418 (hereinafter referred to as “Aiva”, “aiva”, “us”, our or “we”) and the entity or person (hereinafter referred to as “Merchant” “you”, or “user”) who is registered using a Business Account to receive Voucher Management and other business services that may be offered by aiva and its affiliates (each, a “Service”).

If you do not understand any of the terms of this Agreement, please contact us before using the Services.

You may not access or use any Services unless you agree to abide by all of the Terms of Service in this Agreement.

This Agreement provides a general description of the Services aiva may provide to you.

Before using the Services, you must Sign Up with Aiva by filling a paper based Sign-Up form or an online Sign-Up form and agree to THE Terms of Service of this agreement.

Definitions

3rd Party Business means an independent individual or business, not directly related to aiva or the Merchant, and being invited by the Merchant to advertise, promote and sell Merchant Voucher’s, or have invited the Merchant to advertise, promote and sell their 3rd Party Voucher’s.

3rd Party Commission means the commission payable by the Merchant to a 3rd Party Business for facilitating an Active Deal, as specified in the invitation to a 3rd Party Business.

3rd Party Voucher means a 3rd Party Business Active Voucher being offered to be advertised, promoted and sold by a Merchant.

Active Voucher means a Voucher that has been activated by the Merchant and is displayed on the Sales Channels.

aiva Account User means the Business Account and the users under Staff Accounts.

aiva Fees means the payment processing fees and aiva processing fee payable by the Merchant to aiva for facilitating an Active Deal.

Admin Dashboard means the online system made available by aiva to its merchants for the administration of Service, which can be used, for example, by the Merchant to:

create Vouchers; and
invite a 3rd Party Business to promote and sell Vouchers
submit information in relation to the redemption of Vouchers.

Aggregate/Anonymous Data means:

data generated by aggregating Customer Data with other data so that results are non-personally identifiable with respect to the Merchant or its Customers; and
learnings, logs, and data regarding use of the aiva

Business Account means the online account registered by the Merchant with aiva, by providing the business legal name, full name, and a valid email address.

Customer means any user using one or more Sales Channels who is:

a prospective purchaser of a Voucher; or
a purchaser of a Voucher.

Customer Database means a database containing information (including contact information) relating to each Customer.

Customer Purchase Notification means confirmation by email, hardcopy or other electronic means that a Customer receives as confirmation of the Customer’s purchase of a Merchant’s Voucher.

External Apps means software, applications, or website links recommended or provided to the Merchant by aiva for consideration of use; via the Admin Dashboard.

GST Act means the New Zealand Goods and Services Tax Act 1985.

Merchant means the person signing up for the Service by opening a Business Account who will be the contracting party for the purposes of the aiva Merchant Terms of Service; and will be the person who is authorised to use any corresponding Account aiva provides to the Merchant in connection with the Service.

Net Amount means, in respect of an Active Voucher, the Total Revenue for that Active Voucher less:

the aiva Fee for that Active Voucher and
where applicable the 3rd Party Commission for that Active Voucher.

Sales Channel(s) means:

the Merchant’s own website or digital footprint
the Merchant’s own physical locations
the 3rd Party Business website or digital footprint
the 3rd Party Business’s physical locations
any website or digital footprint that is made available by aiva to the Customer’s.

Staff Accounts means one or more user accounts created under the Business Account allowing other people to access the Business Account.

Total Revenue means the total gross revenue from sales of an Active Voucher.

Voucher means a voucher (whether in hardcopy or electronic format) offered by the Merchant to Customers and advertised on one or more Sales Channels, whereby the Merchant’s goods and/or services will be sold if the relevant Voucher Criteria and the Voucher Specific Schedule are met, as set out in the Voucher Details.

Voucher Details means all the information provided by the Merchant to aiva (whether in hardcopy, or electronic format, or using the Admin Dashboard), including but not limited to:

Voucher Content: means any text, graphics, videos, sound recordings, commentary and any other content relating to the Voucher
Voucher Criteria: means the criteria applying to a specific Voucher, as set out in the Voucher Details including but not limited to the start and expiry date and/or time applying to a specific Voucher
Voucher Specific Schedule: means, any specific terms applicable to a particular Voucher as set out between aiva and the Merchant
Voucher Conditions: means such Terms of Service applicable to an Active Voucher, as set out by the Merchant for a specific Voucher
Voucher Deal: means a discount applying to a specific Voucher, as set out in the Voucher Details, and which is published on one or more Sales Channels for the purchase of Services which will be provided by the Merchant to the Customer upon redemption of the relevant Voucher Deal.

Merchant and Accounts

1. The Merchant

1.1 The Merchant owns the Vouchers and is responsible for ensuring that the Vouchers are made available on the Merchant’s Sales Channels.

1.2 The Merchant can invite a 3rd Party Business to advertise, promote, and sell the Merchant’s Active Vouchers. Once the invite is accepted by the 3rd Party Business, the Merchant is responsible for ensuring that the Merchant Vouchers are made available for the 3rd Party Business Sales Channels.

1.3 The Merchant can accept an invitation from a 3rd Party Business to sell 3rd Party Vouchers on the Merchant’s Sales Channels. Once accepted, the Merchant is responsible for ensuring that the 3rd Party Vouchers are made available on the Merchant’s Sales Channels.

1.4 If the aiva Account User is signing up for the Services on behalf of their employer, the employer will be the Merchant. The aiva Account User must use an employer-issued email address and represent and warrant the authority to bind the Merchant to the aiva Merchant Terms of Service.

2. Business Account

2.1 To access and use the Services, the Merchant must register for an aiva Business Account. To complete the Account registration, the Merchant must provide aiva with Merchant’s business name, full legal name, business address, phone number, and a valid email address, and any other information indicated as required. aiva may reject the Merchant’s application for an Account, or cancel an existing Account, for any reason, at its sole discretion.

2.2 The Merchant acknowledges that aiva will use the email address provided on opening an Account or as updated by you from time to time as the primary method for communication with the Merchant. The Merchant must monitor the email address provided to aiva.

2.3 The Merchant is responsible for keeping the Business Account and any users account passwords secure. aiva cannot and will not be liable for any loss of damage from The Merchant’s failure to maintain the security of the Business Account password.

2.4 The Merchant agrees not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by aiva.

2.5 The Merchant agrees not to work around, bypass, or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services.

2.6 The Merchant agrees not to access the Services or monitor any material or information from the Services using any robot, spider, scraper, or other automated means.

3. Staff Accounts

3.1 The Merchant can create one or more staff accounts allowing other people to access the aiva Business Account. Each staff account must include a full legal name and a valid email address.

3.2 The Merchant is responsible for:

a. ensuring it’s employees, agents, and subcontractors, including via staff accounts, comply with these Merchant Terms of Service; and

b. any breach of these Terms of Service by the Merchant employees, agents or subcontractors

3.3 The Merchant acknowledges and agrees that they will be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of the Merchant.

Service Description

4. Voucher Management

4.1 aiva facilitates the Merchant to advertise, promote and sell its goods or services to Customers in the form of Vouchers. The Merchant is a supplier of goods or services who is willing to sell those goods or services, sometimes at a discounted price, to Customers who have purchased through the Sales Channel.

4.2 From time to time the Merchant will create a Voucher or Vouchers using the Admin Dashboard and offer it to Customers through Sales Channels. In such circumstances, the Merchant will draft Voucher Details in the manner specified by aiva. The Merchant is solely responsible for drafting the Voucher Details and the associated goods or services being offered.

4.3 aiva reserves the right, acting reasonably to deactivate the Voucher at any time. The parties acknowledge that there is no commitment by either of them to a minimum number of Vouchers being offered by the Merchant on any of the Sales Channels

4.4 From time to time the Merchant will engage 3rd Party Business’s to promote such Vouchers on the Merchant’s behalf. In such circumstances, the Merchant will invite a 3rd Party Business in the manner specified by aiva. The 3rd Party will approve or reject the invitation from the Merchant for the 3rd Party Voucher being offered. Once accepted they have agreed on its terms, including the 3rd Party Commission as specified in the invitation.

4.5 The Merchant can modify, cancel or withdraw a Voucher once it has been made Active.

5. Admin Dashboard

5.1 aiva grants the Merchant a non-transferable, non-exclusive license to access and use the Admin Dashboard for such period as determined by aiva.

a. The Merchant will only access the Admin Dashboard using the username and password provided to it by aiva (together referred to as the User Details).

b. The Merchant will ensure that its employees will keep the User Details required to access the Admin Dashboard secure and confidential and not reveal the same to any other person.

c. The Merchant acknowledges that it is entirely responsible for all activities that occur through the use of its User Details.

6. Payouts

6.1 The Merchant can view the statement for each Voucher from the Admin Dashboard including:

a. the Total Revenue

b. the aiva Fee

c. the Commission payable to 3rd Party Business

the Net Amount due to the Merchant.

6.2 aiva will provide the Services to the Merchant at the aiva Fees agreed when signing up for the Service. aiva may revise the fees at any time. However, aiva will provide the Merchant with at least 30 days’ advance notice before revisions become applicable to the Merchant (or a longer period of notice if this is required by applicable Law).

6.3 aiva will

a. pay the Merchant the Net Amount

b. pay the 3rd Party Business their 3rd Party Commission from the sale of an Active Voucher as per the terms agreed with Merchant, or in the Voucher Specific Schedule.

7. External Apps

7.1 When using an External App, in addition to these Terms of Service, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by the External Apps provider.

7.2 Any use by the Merchant of External Apps offered through the Services, is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such External Apps before using them.

7.3 aiva does not provide any warranties or make representations to the Merchant with respect to External Apps. The Merchant acknowledges that aiva has no control over External Apps and will not be responsible or liable to the Merchant or anyone else for such External Apps

7.4 If the Merchant installs or enables an External App for use with the Services, the Merchant grants aiva permission to allow the applicable External App to access the Merchant’s data and other Materials and to take any other actions as required for the interoperation of the External App with the Services. Any exchange of data or other Materials or other interaction between the Merchant and the External App is solely between the Merchant and such External App provider. aiva is not responsible for any disclosure, modification, or deletion of the Merchant’s data or other Materials, or for any corresponding losses or damages Merchant may suffer, as a result of access by an External App to the Merchant’s data or other Materials.

7.5 The relationship between the Merchant and any External App provider is strictly between the Merchant and such External App provider. aiva is not obligated to intervene in any dispute arising between the Merchant and an External App provider.

7.6 Under no circumstances will aiva be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any External Apps or the Merchant’s contractual relationship with any External App provider.

7.7 The Merchant agrees to indemnify and hold aiva and (as applicable) our parent, subsidiaries, affiliates, aiva partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of an External App or the Merchant’s relationship with an External App provider.

8. Hours of Operations:

8.1 The hours of operation are 24×7, 7 days a week, and 365 days a year for the Service. Any changes to time windows or non-availability will be communicated to the business at least 2 days in advance.

Payment Gateway

9. Stripe

9.1 Upon completion of sign up for the Service, the Business Account or user will create a Stripe account on your behalf of the Merchant, using your Business Account Email Address.

9.2 You acknowledge that Stripe will be your default payments gateway and that it is your sole responsibility as the Merchant to activate and maintain the Stripe account. If the Merchant does not wish to keep the payment accounts active, it is the Merchant’s responsibility to deactivate it. For the avoidance of doubt, Stripe is an External App.

Use of Service

10. Merchant Obligations

10.1 The Merchant is responsible for the relationship with Customers and 3rd Party Businesses. aiva is not responsible for the products or services the Merchant publicises or sells, or that the Customers purchase through the Service. The Merchant affirms that they are solely responsible for the nature and quality of the products or services the Merchant provides, and for delivery, support, refunds, returns, and any other ancillary services, the Merchant provides to its Customers. The Merchant is solely responsible for any losses incurred due to service issues with its Customers.

10.2 The Merchant acknowledges and agrees that the contract of sale made through the Services is directly between the Merchant and the customer. The Merchant is the seller of record for all items sold through the Services. The Merchant is responsible for the creation and operation of its’ Vouchers. This includes, but is not limited to, refunds, returns, fulfilling any sales or customer service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws (including but not limited to consumer protection laws in any jurisdiction where you offer products or services for sale), or your breach of these Terms of Service. The Merchant represents and warrants that Voucher Details of the Vouchers that are sold through the Services will be true, accurate, and complete, and will not violate any applicable laws, regulations or rights of third parties. For the avoidance of doubt, aiva will not be the seller or merchant of record and will have no responsibility for the Merchant’s Vouchers sold to customers through the Services.

10.3 The Merchant is solely responsible for the goods or services that the Merchant may sell through the Services (including description, price, fees, tax that the Merchant calculates, defects, required legal disclosures, regulatory compliance, offers or promotional content), including compliance with any applicable laws or regulations.

10.4 The Merchant may not use the aiva Services for any illegal or unauthorized purpose. Nor may the Merchant, in the use of the Service, violate any laws in the Merchant’s jurisdiction (including but not limited to copyright laws), or the laws applicable to Merchant in the Customer’s jurisdiction. The Merchant will comply with all applicable laws, rules and regulations (including but not limited to obtaining and complying with the requirements of any license or permit that may be necessary to provision the Voucher) in the Merchant’s use of the Service and the Merchant’s performance of obligations under the Terms of Service.

10.5 For any Active Voucher the Merchant warrants that it will perform its obligations under the Active Voucher including promptly and efficiently:

a. providing the relevant goods and/or services to the Customer in accordance with this Agreement and the Voucher Details

b. providing all after sales service and support to the Customer in respect of the relevant goods and/ or services

c. dealing with any complaint or dispute relating to an Active Voucher raised by a Customer.

10.6 In cases where goods are being provided by the Merchant to a Customer pursuant to a Voucher, the Merchant will:

a. be responsible for the packaging, logistics and the distribution of those goods to the relevant Customer

b. immediately notify the Customer of any potential delays to the good’s expected delivery date.

10.7 In respect of any Voucher, the Merchant shall ensure that they account for taxes on the provision of any underlying goods and services and the associated Total Revenue. aiva is not responsible for collecting, reporting or the remittance of any Taxes in relation to sales made by the Merchant, with the exception of the Taxes on aiva Fee.

10.8 All Voucher Content submitted by using the Service, is the sole responsibility of the Merchant. The Merchant is wholly responsible for all download, uploaded, or otherwise transmitted via any of the Services.

11. Third Party Business Relationship

11.1 Any invitation by Merchant to a 3rd Party Business to advertise, promote and sell Vouchers is entirely at Merchant’s own risk and discretion, and it is the Merchant’s responsibility to agree to the Terms of Service with the 3rd Party Business.

11.2 aiva does not provide any warranties or make representations to the Merchant with respect to 3rd Party Businesses. The Merchant acknowledges that aiva has no control over Third Party Businesses and will not be responsible or liable to the Merchant or anyone else for 3rd Party Vouchers. aiva does not guarantee the availability of 3rd Party Business Services

11.3 If the Merchant invites a 3rd Party Business, the Merchant grants aiva permission to allow the applicable 3rd Party Business to access the Voucher Details and to take any other actions as required for the interoperation of the 3rd Party Business with the Services. Any exchange of data or other Materials or other interaction between the Merchant and the 3rd Party Provider is solely between the Merchant and the 3rd Party Provider aiva is not responsible for any disclosure, modification or deletion of the Merchant’s data or other Materials, or for any corresponding losses or damages the Merchant may suffer, as a result of access by a 3rd Party Business to the Merchant’s data or other Materials.

11.4 The relationship between the Merchant and any 3rd Party Business is strictly between the Merchant and such 3rd Party Business. aiva is not obligated to intervene in any dispute arising between Merchant and a 3rd Party Business.

11.5 The Merchant agrees to indemnify and hold aiva and (as applicable) aiva’s parent, subsidiaries, affiliates, aiva partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of the Merchant’s relationship with a 3rd Party Business.

12. Acceptable Use Policy

12.1 To ensure that Customers have a safe and positive experience when using the Services, policies in this section provide a guideline of prohibited and restricted Voucher Content. Please follow these policies when using the Services.

12.2 Prohibited Voucher Content includes:

a. Content promoting sexually explicit, sexually suggestive, or promotion of sexual themes, activities or escort services.

b. Content promoting sales or consumption of tobacco, products containing tobacco, component parts of tobacco or products designed to simulate smoking behaviours.

c. Unauthorised use of copyrighted or trademarked content, or other legally prohibited content.

d. Content that causes damage, harm, or injury. This includes, but is not limited to, illegal drugs and equipment to facilitate illegal drug use.

12.3 Restricted Voucher Content includes:

a. Content that promotes branding, sales, promotion or consumption of alcoholic beverages. Content that promotes irresponsible alcohol consumption is prohibited.

b. Gambling related content, which includes but is not limited to legal gambling activities.

c. Healthcare related content promoting prescription drugs, over-the-counter medicines, medical suppliers, online pharmacy, and unapproved substances.

12.4 In case of violation of these policies, aiva may suspend your services or Business Account. aiva may report any illegal activity if required by law.

Privacy and Data

13. Your Company Data

13.1 aiva will retain the Merchant’s company and Voucher details for the purposes of communication and provision of services to Customers.

13.2 aiva will share the Merchant’s company and Voucher details with invited 3rd Party Businesses for the purposes of communication and provision of service to Customers.

13.3 Unless expressly authorised in writing, aiva will not give access to the Merchant’s details to any other third party.

14. Rights in Customer Data

14.1 The Merchant retains all rights to Customer Data. The Merchant grants aiva a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Merchant Data solely to the extent necessary to provide the aiva Service and related services to the Merchant and its Customers.

14.2 The Merchant grants aiva rights to the Customer Data, for any future services aiva wishes to provide to the Customers directly.

14.3 The Merchant agrees that aiva will have the right to generate Aggregate/Anonymous Data and that Aggregate/Anonymous Data is aiva property. aiva may use this Data for any business purpose during or after the term of this Agreement (including without limitation to develop and improve aiva’s products and services and to create and distribute reports and other materials). For clarity, aiva will only disclose Aggregate/Anonymous Data externally in a de-identified (anonymous) form that does not identify the Merchant, or its Customers, and that is stripped of all persistent identifiers (such as device identifiers, IP addresses, and cookie IDs).

14.4 The Merchant is not responsible for aiva’s use of Aggregate/Anonymous Data.

15. Privacy

15.1 Protection of Personal Data is very important to aiva. aiva’s Privacy Policy explains how and for what purposes aiva collects, uses, retains, discloses, and safeguards the Personal Data the Merchant and its Customers provide to aiva. The Merchant agrees to review the terms of aiva’s Privacy Policy, which aiva updates from time to time.

16. Use of Logo and Name

16.1 The Merchant allows aiva to use its name and logo on the website or other marketing material demonstrating the Merchant as aiva’s client.

Additional Legal Terms

17. Term and Termination

17.1 This Agreement is effective upon the date the Merchant first accesses or uses the Services and continues until terminated by the Merchant or aiva. The Merchant may terminate this Agreement by giving us 30 days written notice. aiva may terminate this Agreement or close the Service at any time for any reason by providing you Notice.

17.2 Upon termination, the Merchant understands and agree that the Merchant is still liable to aiva for any Fees or fines, or other financial obligation incurred by you or through your use of the Services prior to termination.

18. Disclosures and Notices; Electronic Signature Consent

18.1 Consent to Electronic Disclosures and Notices: By signing up to aiva Services, the Merchant agrees that such sign up constitutes your electronic signature, and you consent to the electronic provision of all disclosures and notices from aiva (‘Notices’), including those required by Law. The Merchant also agrees that your electronic consent will have the same legal effect as a physical signature.

18.2 Methods of Delivery: The Merchant agrees that aiva can provide Notices regarding the Services to you through our website, or by mailing Notices to the email or physical addresses as provided during the Sign-Up process or updated later. Notices may include notifications about your Agreement, changes to the Services, or other information we are required to provide to you. The Merchant also agrees that electronic delivery of a Notice has the same legal effect as if we provided you with a physical copy. aiva will consider a Notice to have been received by you within 24 hours of the time a Notice is either posted to our website or emailed to you.

18.3 Requirements for Delivery: It should come as no surprise that the Merchant will need a computer or mobile device, Internet connectivity, and an updated browser to review the Notices provided to you. If the Merchant is having problems viewing or accessing any Notices, please contact aiva and we can find another means of delivery.

18.4

Withdrawing Consent: Due to the nature of the Services, the Merchant will not be able to begin using the Services without agreeing to electronic delivery of Notices. However, you may choose to withdraw your consent to receive Notices electronically by terminating your Service with us.

19. Right to Amend

19.1 aiva has the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on use of the Services by posting such changes on our website or any other website we maintain or own. aiva may provide the Merchant with Notice of any changes via email, or through other means. The Merchant’s use of the Services, after a change has taken effect constitutes your acceptance of the terms of the modified Agreement. The Merchant can access a copy of the current terms of this Agreement on our website at any time. The Merchant can find out when this Agreement was last changed by checking the ‘Last Updated’ date at the top of the Agreement.

20. Assignment

20.1 The Merchant may not assign this Agreement, any rights granted in this Agreement to others without our prior written consent. If the Merchant wishes to make such an assignment, please contact us. If aiva consents to the assignment, the assignee agrees to assume all of your rights and obligations owed by you related to the assignment and must agree to comply with the terms of this Agreement. aiva may assign this Agreement without your consent or any other restriction. If we make an assignment, aiva will provide reasonable Notice to you.

21. Ownership of aiva IP

21.1 aiva or its licensors exclusively own all rights, title, and interest in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in the Services, Reports, and Documentation (collectively, ‘aiva IP’) or any copies thereof. aiva reserves all rights in aiva IP not expressly granted to you in this Agreement.

21.2 The Merchant may choose to, or we may invite you to, submit comments or ideas about improvements to the Service, or any other component of our products or services (‘Ideas’). If the Merchant submits an Idea to aiva, we will presume that the submission was voluntary, unsolicited by us, and delivered to us without any restrictions on our use of the Idea. The Merchant also agrees that Stripe has no fiduciary or any other obligation to you in connection with any Idea you submit to us and that we are free to use your Ideas without any attribution or compensation to you.

22. Force Majeure

22.1 Neither party will be liable for any delays in service or other non-performance caused by telecommunications, utility, failures, or equipment failures; labour strife, riots, war, or terrorist attacks, non-performance of our vendors or suppliers, fires or acts of nature; or any other event over which the respective party has no reasonable control.

23. Individual Traders

23.1 If you are using Services as a sole proprietor, please keep in mind that the Law and the terms of this Agreement consider you and your business to be legally one and the same. You personally responsible and liable for your use of the Services, payment of Fees, Fines, losses based on Disputes or fraud, or for any other amounts you owe under this Agreement

24. Representations and Warranties

24.1 By accepting the terms of this Agreement, the Merchant represents and warrants that:

a. you are eligible to Sign Up and use the Services and have the authority to execute and perform the obligations required by this Agreement

b. any information you provide aiva about your business, products, or services is accurate and complete

c. you will fulfil all of your obligations to Customers and will resolve all Disputes with them.

25 No Warranties

25.1 aiva provides the services and aiva IP ‘As Is and ‘As Available’. No data, documentation or any other information provided by aiva or obtained by you from or through the services creates or implies any warranty from aiva to you.

25.2 aiva disclaims any knowledge of, and does not guarantee:

a. the accuracy, reliability, or correctness of information provided throughout the services

b. that the service will meet your specific business needs or requirements

c. that the services will be available at any particular time or location, or will function in an uninterrupted manner or be secure.

25.3 To the extent that you acquire goods or services from aiva as a consumer within the meaning of the New Zealand Consumer Guarantees Act 1993, you have certain rights and remedies (including consumer guarantee rights) that cannot be excluded, restricted or modified by agreement.

26. Limitation of Liability

26.1 Under no circumstances will aiva be responsible or liable to the Merchant for any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from the Merchant’s use or inability to use the Services or for the unavailability of the Services, for lost profits or property damage, or for any other damages arising out of, in connection with, or relating to this Agreement or your use of the Services.

26.2The Merchant agrees to limit any additional liability not disclaimed or denied by aiva under this Agreement to your direct and documented damages; and the Merchant further agrees that under no circumstances will any such liability exceed in the aggregate the amount of Fees paid by you to aiva during the three-month period immediately preceding the event that gave rise to your claim for damages.