You must accept the Agreement before accessing and using the Services.
By signing the Terms of Engagement and accessing and using the Services, you agree to be bound by the Agreement (including these Subscriber Terms). If you do not agree to the terms of the Agreement, you must not access or use the Services.
From time to time we may need to make changes to these Subscriber Terms. We will give you at least 30 days’ prior notice of any changes to these Subscriber Terms. Following such notice:
If you are a Fixed Term subscriber and any notified change materially adversely affects you in any way, you may terminate the Agreement (prior to the end of your Fixed Term) by giving notice in writing to us and that termination shall be effective on the date immediately prior to the effective date of the modified Subscriber Terms. For the avoidance of doubt, the exercise of our right to assign the Agreement pursuant to clause 14.2 shall not be a material adverse change to these Subscriber Terms.
Subject to the 30 days’ prior notice, the amended Subscriber Terms will become effective as stated in our notice to you.
Your continued access to and use of the Services following the effective date of any changes constitutes you agreeing to be bound by the modified Subscriber Terms.
You must be a registered user in order to access and use the Services as a subscriber. In order to become a registered user and activate an account, you must complete the registration process following our instructions.
Third-Party Content may be accessed and used by you at your election. Third-Party Content is governed by the separate terms and conditions accompanying such Third-Party Content, which may include separate fees and charges. Any such terms are between you and the relevant third party.
Authorised Users
Only your Authorised Users may access or use the Services on your behalf. You may authorise any of your employees, contractors, representatives or other persons to be an Authorised User, provided that you have notified us of each such Authorised User’s name and other information regarding each Authorised User that we reasonably require.
You must take every possible care to protect (and ensure that your Authorised Users protect) each email address, username, password or other identifier or method of access to the Services to prevent unauthorised access or use of the Services by others. We may act on any instructions or interactions that we reasonably believe to be from you or authorised by you, and we are not required to enquire into, or verify, authorisation. You must ensure that no property information or other End User Data is provided to us without proper authority.
You must ensure that all information supplied by you and your Authorised Users to us (including for the purposes of registration and when accessing and using the Services) is true, correct and up to date.
You must notify each Authorised User of the terms of the Agreement and ensure that each of them strictly comply with those terms. You are responsible (and liable) for any failure of any Authorised User to comply with the terms of the Agreement (as if it were a breach by you of the Agreement).
Services, Packages and Fixed Terms
Subject to compliance by you with the Agreement, we grant to you, and you accept from us (on a subscription basis), a non-exclusive, non-transferable and non-assignable (subject to clause 14.1) right to access and use the Services until termination of the Agreement.
The Services comprise: the Subscription Services and the Related Services, the costs of which are included in the Subscription Fee and the Training & Onboarding Fee also specified in the Terms of Engagement; and any additional configuration, data migration, implementation, support and/or training services that we agree to provide at any time (Additional Services), the costs of which will be the cost to us of providing such Additional Services (on a time and materials basis, as notified by us at the relevant time) will be passed on to the client (Additional Services Fees).
You agree that the features and functionality of the Subscription Services available to you depends on your selected Package at any time. You may select a different Package, or a different term for your Package, on giving us at least 30 days’ prior notice, except that you may not, during any Fixed Term, downgrade your Package or move to a rolling monthly arrangement or a shorter term (unless we agree otherwise and you provide 90 days’ prior notice). If you select a different Package or term, the applicable Fees will also change accordingly.
You also agree that we may update, modify, change or offer new features and functionality for any Package from time to time (by giving you at least 30 days’ prior notice if the change applies to the Package then being provided to you). Following such notice:
If you are a Fixed Term subscriber and any notified change materially adversely affects you in any way, you may terminate the Agreement (prior to the end of your Fixed Term) by giving notice in writing to us and that termination shall be effective on the date immediately prior to the effective date of the modified Package.
Subject to the 30 days’ prior notice, the modified Package will become effective as stated in our notice to you.
At the end of any Fixed Term, we will continue to provide the relevant Services. Your Fixed Term will automatically roll-over to a new equivalent Fixed Term unless you provide at least 90 days’ notice.
If you transition to a third-party trust accounting or property management system that is not integrated with Tapi’s Services, this does not constitute a valid reason for contract termination. You remain responsible for all fees and charges under your agreement for the duration of the committed contract term. No refunds, early terminations, or waivers of payment obligations will be granted due to your decision to move to an unsupported system.
Fees
In consideration of your use of the Services, you agree to pay us the Fees.
The Tapi Platform fee is based on a per property monthly charge. Therefore your monthly bill may differ if the number of properties within your rent roll changes each month.
From time to time we may change the amount of any Fee. We will give you at least 30 days’ prior notice of any changes to the Fees that apply to the Package then being provided to you. Following such notice:
If you are a Fixed Term subscriber and any notified change increases the Fees that apply to you during your Fixed Term, you may terminate the Agreement (prior to the end of your Fixed Term) by giving notice in writing to us and that termination shall be effective on the date immediately prior to the effective date of the modified Fees.
Subject to the 30 days’ prior notice, the modified Fees will become effective as stated in our notice to you.
Should you elect to subscribe to the same service pursuant to a separate licensing or services arrangement or agreement. We will be the owners of all right, title and interest in and to the Aggregate Data.
You warrant and represent that:
You have obtained all necessary authorisations from third parties, and provided all necessary information to third parties, and otherwise have the right to grant the licences in clauses 6.2 and 6.4 in respect of all of your End User Data, and inputting, using and disclosing your End User Data in the manner anticipated by the Agreement, the Services and any Third-Party Content; and
Use of your End User Data by us, you or any of the Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you are responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on Tapi’s income. If we are required to pay or collect any federal, state, local, or value-added tax on any Fees, then such taxes and/or duties will be billed to and paid by you immediately upon receipt of our invoice and supporting documentation for the taxes or duties charged.
Except to the extent otherwise expressly stated in the Terms of Engagement, you agree that your subscription to the Subscription Service is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding the future functionality or features.
Payment of Fees
We will invoice you every month for the Fees. An invoice for the first instalment of the Fees will be issued to you on the date of the Agreement. Payment of each invoice is due within 20 days of the date of invoice.
Subject to applicable law, fees are payable by you without set-off or deduction, withholding or counterclaim.
If you default in payment of any amount payable under the Agreement, we may: terminate the Agreement or suspend the provision of the Services until such time as you have made payment in full of all amounts due and owing under the Agreement; and charge you all reasonable costs incurred by us in connection with the recovery of the unpaid amounts, including the charges from debt recovery services and legal fees on a solicitor and own client basis.
End User Data
You acknowledge that, subject to applicable law, we are not responsible for, and have no liability in respect of, any End User Data, the accuracy of End User Data accessible to other End Users via the Services, or how you or any other End Users use any End User Data or the Services. You are solely responsible for your End User Data (including the contents of your text and e-mail messages, attachments and stored files) and we reserve the right to remove from our servers any content that may expose us or any third party to potential liability.
You grant a non-exclusive licence to us in respect of all of your End User Data to access, use and disclose such data as required to: (i) provide the Services; (ii) respond to comments and questions and to provide support to End Users; (iii) improve the Services and develop new products, services, features and functionality; (iv) where required by law or where we believe it is necessary to protect our legal rights or interests (including disclosures in connection with the acquisition, merger or sale of a business); and (v) otherwise as required to exercise our rights and comply with our obligations under the Agreement.
In connection with your use of any Third-Party Content, whether on our website, app or otherwise in conjunction with the Services, you are responsible for adhering to the licence terms made available to you in respect of that Third-Party Content.
You grant to us a non-exclusive royalty free world-wide and irrevocable licence permitting us to copy, anonymise, aggregate, process and display your End User Data to derive anonymous statistical and usage data, and data about the functionality of the Services, provided such data cannot be used to identify you or your Authorised Users (Anonymous Data), for the purposes of combining or incorporating such Anonymous Data with or into other similar data and information available, derived or obtained from other clients, licensees, users, or otherwise (when so combined or incorporated, referred to as Aggregate Data), so as to permit us to provide services including the copying, publication, distribution, display licensing or sale of Aggregate Data and related or similar other statistics or data to third parties (and to other End User in connection with the Services will not breach any laws or the rights (including intellectual property rights) of any person.
You are solely responsible for maintaining a copy of all of your End User Data. We have in place for our own purposes policies and procedures to prevent data loss (and recovery) but we do not make any guarantee around loss of End User Data.
You acknowledge that the operation of the Services depends on the entry by you and other End Users of accurate and up to date End User Data. You undertake to ensure that all End User Data inputted into the Services by or on behalf of you is accurate and up to date and without material omission.
Terms of Use
The Terms of Use set out other important terms that apply to the Services, including: restrictions on use; our rights to use data (including personal information in accordance with our privacy policy available at www.tapihq.com/privacy-policy); and limitations on our liability in connection with the Services.
Termination for convenience and early termination charges
Either party may terminate the Agreement by giving at least 90 days’ prior notice to the other party.
However:
we will not terminate the Agreement under clause 8.1 above during any Fixed Term (for the avoidance of doubt, this does not restrict our ability to terminate the Agreement for cause under any other clause); or
if you give notice under clause 8.1 above and the effective termination date falls within any Fixed Term, you must pay an early termination charge. This charge will include the full value of any remaining fees for the duration of the Fixed Term, calculated as if the Agreement had continued until the end of the Fixed Term. The early termination charge is necessary to protect our legitimate commercial interests, reflecting the pricing or benefits provided during the Fixed Term. A detailed calculation of this charge upon request
Termination or suspension for cause
Either party may immediately by notice in writing to the other party terminate the Agreement (or we may, in our discretion, suspend the provision of the Services to you) if:
the other party has failed to comply with a material term of the Agreement (this includes the non-payment of any Fees or other amounts that are due and payable);
there is an appointment of any type of insolvency administrator in respect of the affairs of the other party; or
the other party has engaged in dishonest or fraudulent conduct, or in conduct which has caused, or is likely to cause, either party to breach any applicable law in a material respect.
We may also immediately by notice in writing to you terminate the Agreement (or we may, in our discretion, suspend the provision of the Services to you) if:
you breach, or attempt to breach, any of our security protocols or systems applicable to the Services or any Third-Party Content, or access (or attempt to access) an account that does not belong to you;
our relationship with a third-party partner who provides software or other technology we use to provide the Services expires, terminates or requires us to change the way we provide the software or other technology as part of the Services; or
it becomes unlawful for us to perform any of our obligations under the Agreement.
Upon termination of the Agreement (for any reason):
you must immediately cease to access or use the Services and destroy all access codes or passwords related to the Services and Confidential Information in your possession or under your control;
any termination will be without prejudice to any prior breaches of the Agreement; and
any provision of the Agreement intended to survive termination shall survive.
You acknowledge and agree that (subject to applicable law) no Fees (paid in advance and which relate to the period following termination) will be refunded to you if we terminate the Agreement for cause in accordance with clause 9.1 or 9.2.1.
If you are involved in any active Property Service Engagement at the date of termination, you may continue to use the Services solely in connection with the relevant Property Service Engagement and in accordance with the Agreement until the completion of the relevant Property Service Engagement(s), except where termination has been initiated by us under clause 9.1 or 9.2, in which case any extension shall be at our sole discretion (acting reasonably).
You acknowledge that we may, without notice to you, terminate or suspend any other end user’s access to the Services in accordance with their agreement with us or the Terms of Use. Such termination or suspension may affect your ability to utilise the Services and undertake Property Service Engagements. To the extent such termination or suspension was not caused by our negligent act or omission, material breach of the Agreement by us, or any breach of law by us, we will not be liable to you in respect of any such termination or suspension.
Warranties
We will:
use our commercially reasonable efforts to ensure that the Services are accessible by you in accordance with the Agreement, and that the Services will perform substantially in accordance with the relevant Package description under normal use and circumstances; and
use commercially available anti-virus software in the provision of the Services to screen for and detect disabling devices, trojan horses, and other viruses designed to damage or detrimentally interfere with software or data.
Except to the extent otherwise expressly stated to you by us, and subject to applicable law:
the undertakings of Tapi in clause 10.1 are in lieu of all other warranties in respect of the Services and all other warranties, conditions and representations, whether express, implied or verbal, statutory or otherwise, and whether arising under the Agreement or otherwise, are excluded;
the Services may be subject to limitation, delays, and other problems inherent in the use of the internet or electronic communications and we do not represent that the Services are error-free or available without disruption;
we cannot guarantee that the Services will be free from cyber attacks, malware, ransomware, spyware, viruses, trojan horses, worms, time bombs, or similar harmful programming routines; and
we make no representations or warranties regarding any Third-Party Content, even if you direct us to implement or configure the Third-Party Content in conjunction with the Services.
Any information provided to you by us via the Services (including a chatbot) in relation to a property or property maintenance services, and that is not End User Data, is for general guidance and convenience only and is not intended to be comprehensive or a substitute for the advice of a tradesperson or other relevant professional.
Limitation of liability and indemnity
if we become liable to you in connection with the Agreement or the Services, then all claims by you against us whether in contract, equity, tort (including negligence), breach of statutory duty or otherwise) or any other theory of liability are limited in aggregate to the Fees paid by you in the 12 month period immediately preceding the event giving rise to the liability;
under no circumstances will either party, Tapi’s third party licensors, suppliers or resellers, or any party’s directors, officers or employees be liable, whether in contract, equity, tort (including negligence, breach of statutory duty or otherwise) or any other theory of liability, in connection with the Services for any loss of profits, loss of revenue, loss of anticipating savings, or any other indirect, special or consequential loss whatsoever.
Records and audit
You will maintain full, accurate and up to date records of all Property Service Engagements and your access to and use of the Services.
You will provide us with access to your records and Authorised Users and such other information as we reasonably request to enable us to confirm your compliance with the Agreement.
Business purpose
You agree that the Services are acquired for the purposes of a business, and as such, the guarantees provided under the New Zealand Consumer Guarantees Act 1993 and Australian Consumer Law (and/or any other applicable consumer legislation in the jurisdiction in which the Services are being performed) do not apply.
Assignment
Subject to clause 14.2, neither party may licence, assign, resell, share, pledge, rent or transfer any of its rights under the Agreement or any part of them without the other party’s prior written consent (which must not be unreasonably withheld, delayed or conditioned).
Either party may assign the Agreement without requiring the consent of the other party: in connection with a merger, acquisition or sale of all or substantially all of the party’s assets; or to any related company or affiliate or as part of a corporate reorganisation, and effective upon such assignment, the assignee is deemed substituted as a party to the Agreement. The Agreement will be binding upon the parties and their respective permitted successors and assigns.
Confidentiality
Unless otherwise consented in writing by one party to the other, each party will maintain the confidentiality of all Confidential Information of the other obtained pursuant to the Agreement or otherwise in connection with the Services.
The provisions of clause 15.1 do not apply to any information which:
is public knowledge other than breach of this clause;
is received from a third party who is in lawful receipt of the information and is able to disclose it to the recipient without restriction;
is required by law to be disclosed; or
in the case of Tapi, is necessary for us to disclose in order to provide the Services or as otherwise required to exercise its rights and/or comply with its obligations in the Agreement.
Force majeure
Neither party shall be liable for any delay or failure to fulfil its obligations under the Agreement arising directly or indirectly from any circumstance beyond the reasonable control of the affected party (including, without limitation, acts of God, flood, earthquake, storm, fire, epidemic, war, embargoes, riot or civil disturbance), provided that the affected party shall:
notify the other party as soon as practicable of the events; and
use all reasonable endeavours to continue to perform its obligations and mitigate the effects of the event.
Disputes
You will not commence any court or arbitration proceedings relating to a question, difference or dispute relating to the Agreement or the Services (Dispute) unless you have first complied with this section.
Where any Dispute arises, the relevant party will provide clear written notice of such a Dispute to the other party, and you (or your representative) and Tapi will negotiate in good faith in an attempt to resolve the Dispute amicably.
Where the Dispute cannot be resolved by way of good faith negotiations within 14 days (or such longer period agreed by you and us) of notice being given in accordance with clause 17.2, either you or we can elect to mediate the Dispute in terms of a standard mediation agreement through the New Zealand Resolution Institute or the Australian Disputes Centre (ADC), by a mediator appointed by the ADC. Each party must bear its own costs of the mediation.
Nothing in this section will preclude a party from taking immediate steps to seek urgent injunctive relief before an appropriate court.
General
You must arrange (and maintain) adequate insurance with a reputable insurance company, as necessary to cover any loss or liability that you may incur in connection with your access to or use of the Services.
Any notices to be provided pursuant to these Subscriber Terms shall be made by email. You may email us at the email address specified on our website or our app at the relevant time. We will email you at the email address supplied to us for the purposes of opening your account. You may change your email address for notices by giving written notice to us. In some circumstances (acting reasonably and taking into account the nature of the communication), we may contact you (or enable you to contact us) using other functionality within the Services (including posting a notice on our website or our app, or using chatbot messaging or pop-up notifications), but these other forms of communication will not be used to give formal notice of fundamental matters in connection with the Agreement.
The Agreement and the provision of the Services will be governed by New Zealand and Australian law and you agree to submit to the exclusive jurisdiction of the courts in respect of any disputes or claims arising out of or in connection with the Services. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
Nothing express or implied in the Agreement shall be construed as constituting either party as the partner, agent, employee, office or representative of, or as a joint venture with, the other party, and neither party will make any contrary representation to any other person.
If any of provision of the Agreement is determined to be illegal, invalid or otherwise unenforceable, then, to the extent necessary, it shall be severed and deleted from the Agreement and the remaining terms of the Agreement shall survive and continue to be binding and enforceable.
No delay, neglect, or forbearance on the part of either party in enforcing against the other party any term or condition of the Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of that party under the Agreement.
Defined terms
Additional Services has the meaning given to it in clause 3.2.2.
Additional Services Fee has the meaning given to it in clause 3.2.2.
Agreement means: (a) the Terms of Engagement; (b) these Subscriber Terms; and (c) the Terms of Use.
Authorised Users means any of your personnel, contractors, agents or representatives that you have authorised to access and use the Services on your behalf and whose details you have notified to us.
End User means any person who accesses the Services or our website or app, and includes property managers, landlords, tenants and property maintenance contractors (and any of their personnel) and visitors to our website or app.
End User Data means: (a) any information and data relating to a property or property maintenance services; and (b) any other information (including personal information), that is provided by (or on behalf of) an End User to Tapi, or inputted by Tapi on behalf of an End User, or derived by Tapi from other End User Data in connection with the Services.
Fees means the fees set out in the Terms of Engagement (as updated from time to time in accordance with clause 4.2 or otherwise by agreement), any Additional Services Fees and any other applicable fees for the Services.
Fixed Term means the fixed term (if any) set out in the Terms of Engagement or any other fixed term selected by you in accordance with the Agreement.
Package means the selected package of features and functionality for the Services set out in the Terms of Engagement or any other Package selected by you in accordance with the Agreement (in each case as updated from time to time in accordance with clause 3.4 or otherwise by agreement).
Property Service Engagement means the order, supply, invoicing and payment for property maintenance services.
Related Services means the standard integration, support and training services provided by Tapi from time to time described in the Terms of Engagement (as updated from time to time in accordance with clause 3.4 or otherwise by agreement).
Services means the services provided by Tapi from time to time (including the Subscription Services, the Related Services and the Additional Services). Services do not include Third-Party Content.
Subscription Services means the subscription service provided by Tapi from time to time having the core functionality described in the Terms of Engagement and including the selected Package described in the Terms of Engagement (as updated from time to time in accordance with clause 3.4 or otherwise by agreement).
Tapi, we, us and our means Tapi Limited or our permitted successors or assigns in accordance with clause 14.2.
Terms of Engagement means the Terms of Engagement between us (including the key details, the cover page and the signature clauses).
Terms of Use means the Terms of Use located at https://www.tapihq.com/terms and incorporating our privacy policy at www.tapihq.com/privacy-policy (as updated from time to time).
Third-Party Content means any software, data, text, audio, video, or images made available to you by any third party on our website or app or in conjunction with the Services.
You and Your means the person who subscribes to access and use the Services, and includes any entity on behalf of which that person has subscribed.