1. These Terms and Conditions (“Terms”) apply to online services owned and operated by the Kiwi Expat Association Incorporated (“Kea”) and which are made available to you through our website and mobile app (collectively referred to as the “Platforms”).
2. By browsing the public areas or by accessing and using our Platforms, you acknowledge that you have read, understood, and agree to be legally bound by these Terms and our Privacy Policy which forms part of these Terms.
3. We reserve the right to modify or amend these Terms at any time and for any reason. We will notify you of any changes by posting the amended Terms on our Platforms and the changes will be effective from the date and time they are posted. In addition, we may notify you of any material changes to our Privacy Policy. You are responsible for reviewing the Terms and Privacy Policy and your continued use of our Platforms after any such amendment constitutes your agreement to the amended Terms and/or amended Privacy Policy.
4. In these Terms, references to “we”, “us” and “our” means Kea, its directors, employees, agents and associated branches.
5. Reference to “you”, “your” and “yours” means any user who is accessing the Platforms at any time.
6. Reference to “members” means individual or company members of Kea. Members are bound by these Terms and acknowledge that this includes any membership benefits, contact levels and other details selected by them when registering on our Platforms.
Purpose
7. Kea is New Zealand’s Global Network. Our mission is to build a borderless nation of Kiwis with a focus to connect, inspire and enable one million Kiwi champions, advocates and storytellers to contribute to New Zealand.
8. Our Platforms provide information about us, our partners, and members. This information should not be used as a substitute for legal, business or other professional advice.
Events, Offers or Advertising
9. Our Platforms may include details of events, offers or advertising by members or other third parties (“Opportunities”). Promotion of these Opportunities does not constitute an endorsement or recommendation by Kea and we are not responsible for checking or validating the terms of any Opportunities. While we take reasonable care to ensure that members and third parties are reputable, we are not responsible for the contents of any Opportunities made by a member or third party and, to the extent permitted by law, we are not liable for any direct or indirect loss or damage suffered by you or any other party as a result of accessing, using, purchasing or relying on any information or product provided by such members or third parties. At its sole discretion, Kea reserves the right to remove any information or Opportunities that it deems inappropriate or which may violate the purpose and spirit of Kea and its community.
10. You are advised to make your own inquiries and seek appropriate professional advice before relying or acting on any information provided by any member or third party either on our Platforms or at any event promoted or advertised on our Platforms.
11. Any member or third party publishing Opportunities on our Platforms agrees to ensure that all Opportunities:
(a) are genuine;
(b) are not misleading or deceptive;
(c) comply with all laws;
(d) are not defamatory, obscene or otherwise inappropriate;
(e) do not adversely affect the goodwill and reputation of Kea; and
(f) the member or third party will satisfy the terms of all Opportunities made by them.
12. Any member or third party promoting Opportunities on our Platforms agrees to indemnify Kea at all times against any loss, damage, costs or expense (including consequential loss and damages) suffered or incurred by Kea as a result of any claim made against Kea in connection with any Opportunities promoted by them on our Platforms.
Ownership of intellectual property and restrictions on use of material
13. With the exception of any third party trademarks or logos provided to us for inclusion on our Platforms, the design of the Platforms along with created scripts, graphics, interactive features, and the like, and the trademarks, service marks and logos contained therein, are owned and licensed to Kea, subject to other intellectual property rights under New Zealand law. You agree not to use, copy or distribute any of the material other than that expressly permitted herein for any commercial purposes.
14. The information contained on our Platforms including products, technology and processes may be the subject of other intellectual property rights owned by Kea or by third parties. No licence is granted in respect of those intellectual property rights other than as set out in these Terms. Your use of our Platforms must not in any way infringe the intellectual property or other rights of any person.
15. From time to time you may provide information or material to us for inclusion on our Platforms. In each case you are responsible for ensuring the accuracy of such material or information and you warrant that you have the necessary rights, consents and licences to use and publish such material or information. You agree to indemnify us for any claims by third parties in the case that the use or publication of such information or material in any way breaches the intellectual property rights of any person.
Exclusions and limitations of liability
16. To the extent permitted by law, we are not liable to you or anyone else for any loss, damage or expense, however caused, which have been directly or indirectly suffered in connection with the use of our Platforms and we exclude liability (whether that liability arises in contract, tort (including negligence) or statute) for any direct, special, indirect or consequential loss or damage (including without limitation loss of revenue and loss of or damage to data) suffered or incurred by you or any person in connection with your access to or use of the Platforms.
17. Without limiting the generality of the foregoing and to the extent permitted by law, Kea:
(a) makes no warranty (whether express, implied or statutory) as to the completeness, accuracy, reliability or fitness for purpose of any material on our Platforms;
(b) is not liable to you or to anyone else for any errors in the information on our Platforms including in any third party content provided to us for inclusion on our Platforms; and
(c) is not liable for any failure or unavailability of our Platforms for any time period.
18. Without limiting paragraphs 19 and 20, and to the extent that our liability is not excluded under those paragraphs or any other paragraph in these Terms, the maximum amount for which Kea is liable to you under or in connection with these Terms (whether that liability arises in contract, tort (including negligence) or Statute) is $100.
Disclaimer regarding third party sites
19. We do not endorse or recommend members or companies that choose to sponsor Kea on our Platforms and/or advertise or promote any product, idea, concept or event on our Platforms. To the extent permitted by law, we have no responsibility or liability for the content of any third party device or website linked to our Platforms and we are not liable to users for any loss incurred by any person accessing, using or relying on any third party device or website linked to our Platforms. If you follow a hypertext link to another third party device or website, you should refer to its terms of use.
Indemnity from users
20. You agree to indemnify us at all times against any loss, damage, costs or expense (including consequential loss and damages) suffered or incurred by us as a result of any use of our Platforms by which is unlawful or in breach of these Terms, including Kea’s Privacy Policy.
Your use of our Platforms
21. You agree not to use our Platforms to harass, abuse or defame any person or for any unlawful purposes including to upload, post, host, or transmit spam messages, unlawful spamming or to promote any political or religious belief.
22. We may change, suspend, restrict or terminate your access to our Platforms or any part of them for any reason without limiting the generality of the foregoing, this includes for any breach of the terms set out in paragraph 21.
Governing Law
23. Our Platforms and these Terms are governed by the Laws of New Zealand and users submit to the non-exclusive jurisdiction of the Courts of New Zealand.
Offer of Securities
24. Any information contained in our Platforms, including information relating to companies or opportunities, or events is being provided by Kea for information purposes only. While all reasonable care has been taken to ensure that the information on our Platforms is accurate, Kea will not be liable for any errors in that information or for any reliance placed on information contained in our Platforms.
25. Kea Shoulder Tap Introduction Service
25.1 Our Agreement
Our Agreement with you consists of these Terms and Conditions (Terms) and if specified by you, the Reciprocal Confidentiality Agreement signed by you.
Our Agreement with you begins upon you accepting these Terms and if specified by you, upon signing and returning the Reciprocal Confidentiality Agreement.
These Terms will apply in preference to any that you put forward.
25.2 Our Services
In response to the Client Brief and in consideration of you paying the applicable Fee as set out in these Terms, we will provide you with our Kea Shoulder Tap Introduction service (Service). We will use all due skill, care and attention to Introduce you to a candidate suitable to carry out the work specified in the Client Brief.
When we Introduce a Candidate to you for employment, we are acting purely as an Introductory Service.
Please note that any Candidate we present may also be put forward to other Parties as part of our Agreement in delivering this same Service to them.
25.3 Your Obligations
You must immediately tell us if the Candidate starts an Appointment with you or accepts an offer of employment with you or if you in any other way directly or indirectly appoint a Candidate that we have introduced to you.
You acknowledge and agree that by asking us to carry out our Service on your behalf you authorise us to act on your behalf for that purpose.
You will provide us with the Client Brief.
By agreeing to Appoint a Candidate in any way, you will be obliged to pay us the Fee as set out in these Terms.
25.4 Payment Terms
Unless otherwise agreed in writing, the Fee shall be split into two installments payable by you as follows:
Stage 1: Shoulder Tap Administration Fee (Administration Fee) of NZD 750 excluding GST - due immediately upon acceptance of the Terms.
Stage 2: Shoulder Tap Placement Fee (Placement Fee) of NZD 2,000 excluding GST – due immediately when the selected Candidate has accepted your Appointment offer.
The Placement Fee charged for the Introduction of any Candidate for an Appointment is applicable for one Appointment only. For each additional Candidate Introduced by us and Appointed by you, you shall pay a further Placement Fee provided that if you Appoint more than one Candidate as a result of the same executive search undertaken by us, then you shall only be liable to pay us a Placement Fee in respect of each additional Candidate to be Appointed.
If you withdraw your instructions for us to provide our Service before any Appointment, all of our outstanding invoices will be payable immediately.
If, after an offer of employment has been accepted by a Candidate, you withdraw the offer, we reserve the right to raise an invoice for the Placement Fee which you will be liable to pay. In extenuating circumstances, exceptions to this rule may apply. This will be assessed by us on a case by case basis.
You will be liable to pay us a Placement Fee if, following a Candidate’s unsuccessful application to you via us either:
a) you, without notifying us, Appoint that Candidate in any capacity within six (6) months of us having Introduced or ReIntroduced the Candidate to you; or
b) you or your employee, agent or subcontractor, without notifying us, refer or Introduce that Candidate to a third party, including an affiliate, and that third party appoints the Candidate in any capacity within six (6) months of our having Introduced or Re-introduced the Candidate to you.
If a Candidate leaves your employment within twelve (12) weeks of having commenced employment for any reasons apart from redundancy or because the Candidate’s role with you does not (in our reasonable opinion) reflect the original job description for which the Candidate was recruited, then provided that you immediately inform us in writing of the termination of employment, we will refund in full the Placement Fee, provided that if you or any Affiliate appoints or re-appoints the Candidate within six (6) months of the date of termination of the Appointment, you will repay any rebated payment to us.
For the avoidance of doubt, any refund by us will not include expenses properly incurred by us for the purpose of providing the Services. All amounts stated are exclusive of GST, which will if applicable be charged in addition at the rate in force at the time you are required to make payment.
All sums due or payable by you under this Agreement must be paid by the date stated as provided for in these Terms and must be paid in full. We will not refund any Fees except as stated in this Agreement (or as otherwise agreed by us in writing).
25.5. Liability
Whilst we make every effort to give you satisfaction by ensuring reasonable standards of skills, integrity and reliability from Candidates based on the details you provide, we accept no liability for any loss, expense, damage, costs or delay arising from the failure to provide a Candidate for all or part of the period of the employment or from the negligence, dishonesty, misconduct or lack of skill of the Candidate or if the Candidate terminates the employment for any reason.
You shall advise us of any special health and safety matters that we are required to inform the Candidate about and any requirements imposed by law or by any professional body which must be satisfied if the Candidate is to be Appointed.
We will not be liable for any indirect and consequential loss including (but not limited to) loss of profits, sales, revenue, hardware, software, data or waste of management or staff time.
25.6. Termination
Without prejudice to the other remedies or rights either of us may have, either of us may terminate our Agreement, at any time, on written notice to the other:
(a) if the other is in material breach of its obligations under our Agreement and, if the breach is capable of remedy within 14 days, the breach is not remedied within 14 days of the Other Party receiving notice which specifies the breach and requiring the breach to be remedied; or
(b) if either of us are declared bankrupt or insolvent in accordance with the governing and applicable laws of New Zealand.
The termination will take effect as per the date specified in the notice.
On termination of this Agreement:
(a) you shall remain liable to pay any Fee due in respect of any Appointment of any Candidate taking place both prior to and after termination;
(b) no Fee paid to us shall be refundable in any circumstances (except as provided for in this Agreement);
(c) you will pay for all expenditure falling due for payment after the date of termination from commitments reasonably and necessarily incurred by us for the performance of the Services before the date of termination.
25.7. Law
This Agreement shall be governed, construed and enforced in accordance with the laws of New Zealand.
25.8. Definitions
Administration Fee means the fee that you pay to us on acceptance of these Terms which shall be NZD 750 excluding GST. This fee is non-refundable and is payable in full, whether or not an appointment is made, or the employment is withdrawn or terminated for whatever reason.
Affiliate means (a) a company which is either a holding company or a subsidiary company; or (b) a company which is a subsidiary of a holding company of which such company is also a subsidiary;
Appointment means the employment, hire or other use, directly or indirectly and whether under a contract of service or contract for services or otherwise, and/or whether on a permanent, temporary or other basis, of a Candidate by you or on your behalf, and ‘Re-appoints’ is to be interpreted accordingly;
Basic Salary means the Candidate’s salary excluding expected or guaranteed bonuses, cash allowances, travel expenses, relocation expenses or other employment benefits whether cash or in kind;
Candidate means a person that we Introduce to you to be considered for an Appointment;
Client Brief is the outline of requirements of the desired Candidate specified by you to us from time to time;
Introduction means the provision to you of a curriculum vitae or any other details, whether written or oral, of a Candidate, whether or not you had knowledge of that Candidate before the Introduction; “Introduced” or “Introduce” shall be construed accordingly;
Introduction Event means (i) you request us to Introduce a Candidate for any position; or (ii) you, or a third party acting on your behalf, interview a Candidate; or (iii) you appoint a Candidate in any capacity; or (iv) a Candidate begins work for you in any capacity; or (v) we provide any of the Services to you;
Kea Shoulder Tap Introduction service means the search for a Candidate or Candidates for a vacancy or vacancies that you have notified to us and our Introduction of such Candidate(s) to you;
Placement Fee means the fee payable by you to us on the Appointment of a Candidate which shall be NZD 2,000 excluding GST.
Who you can contact for more information
If you have any queries about the Terms and Conditions, please contact Kea.
Kea Registered Office
PO Box 105-892
Auckland, 1143
Email: [email protected]