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These Love My Money Standard Terms (Agreement) is by and between VIRIDIAN SOLUTIONS LIMITED (trading as Love My Money) (LMM) , New Zealand company number 2170928, of 33 Broadway Newmarket, Auckland 1149, New Zealand and you, the party enabling Users to become aware of, access and/or use the LMM Site or referred to on the LMM Site (Enabler). It is entered into as of the earlier of the date the Enabler signs a document with us referring to these Standard Terms, or the date the Enabler is listed on or its Users begin using the LMM Site (Effective Date).

1. Parties and Term

This Agreement between LMM and the Enabler comes into effect as set out above and continues until terminated in accordance with the terms of this Agreement (Term). This Agreement includes any Module or other document signed by the parties incorporating these Standard Terms.

2. Benefits, Payment and Relationship

  • LMM agrees to provide, and the Enabler agrees to make payment when due of the Price for, the Benefits.
  • If the Enabler fails to make payment of any part of the Price when due then in addition to any other rights LMM may have, LMM may charge interest at the then current overdraft rate of LMM’s bank until such payment is made.
  • The Enabler and LMM are independent parties. Nothing in this Agreement shall be construed as creating the relationship of employer and employee, principal and agent, or partnership between the parties. Each party agrees that it will not expressly or by implication do anything that leads or might lead any person to conclude that it acts in any capacity other that than of any independent entity.

3. Mutual Responsibilities

Each party represents and agrees that it:

  • has full power and authority necessary to validly enter into and perform all its obligations under this Agreement;
  • will ensure that sufficient information is given to the other party to enable the other party to comply with its obligations under this Agreement and at law, and that such information is complete, timely and accurate;
  • will comply with the other party’s reasonable security, confidentiality and operational requirements of which it has been given reasonable notice; and
  • will comply with all relevant laws in relation to the Benefits, its dealings with Users, and carrying out its obligations under this Agreement.

4. Enabler’s Responsibilities

Enabler represents and agrees that it:

  • will comply with LMM’s reasonable restrictions and instructions in relation to the Benefits, including those set out in this Agreement;
  • will ensure that only the Enabler’s Users use the Benefits, and that the Benefits are used only for the Permitted Use and as expressly authorised under this Agreement];
  • warrants that all information provided to LMM (including any PII) is accurate and correct and the Enabler has the necessary permissions to provide such information, and will notify LMM if any of the same changes in any way;
  • acknowledges that any PII concerning the Enabler, its personnel, any User or other person which is provided to LMM by or on behalf of the Enabler may, subject to the terms Legal, Security and Privacy terms applicable to Users on the LMM Site, be:
    • used by LMM for the purpose of providing the Benefits and any other services to the Enabler or any User; and
    • disclosed by LMM to its affiliates and other service providers as necessary to enable LMM to provide the Benefits and any other services to the Enabler or any User;
  • will only use the LMM Marks in accordance with the LMM Marks Usage Requirements notified to the Enabler by LMM from time to time, and will not do anything which may bring LMM or the LMM Marks or brand into disrepute. The Enabler will immediately notify LMM upon becoming aware of any infringement of LMM’s Intellectual Property rights in any manner;
  • is responsible for connection to the LMM Customer Portal and may only use the same for the purpose of this Agreement and in accordance with any terms published by LMM regarding use of the same;
  • If a password is used to access the LMM Customer Portal or any other information, the Enabler is responsible for the use and confidentiality of the password;
  • must satisfy itself as to the suitability and adequacy of the LMM Site and the Benefits for its requirements.

5. Warranties and Liability

5.1 Warranties

LMM represents and warrants that:

  • LMM has the right to grant to the Enabler the license granted under clause 6 in accordance with and subject to the terms of this Agreement;
  • It uses a variety of security technologies and procedures to help protect PII from unauthorised access, use or disclosure, but cannot ensure or warrant that PII (including any PII belonging to any User) will remain private;
  • The Benefits and information contained on the LMM Site are not intended to constitute financial services or advice related to financial products. LMM does not make any representations (express or implied) regarding the information, tools, calculators, guides or any other materials contained or referred to on the LMM Site or as part of the Benefits.
  • LMM does not warrant that the LMM Site, the LMM Customer Portal, or the Benefits will always be accessible, uninterrupted or error-free, or that all errors will be corrected.

5.2 Liability

LMM represents and warrants that:

  • Subject to the remaining paragraphs of this clause 5.2, the Enabler’s sole and exclusive remedy for breach of any warranty or any of LMM’s obligations under this Agreement is (at LMM’s option) the supply or re-supply of the Benefits or services or the refund or waiver of the Price for the relevant part thereof which is the subject matter of, or directly related to, the breach. Notwithstanding anything to the contrary, LMM’s total liability in any event under this Agreement or for any reason will not exceed NZD10,000.
  • LMM excludes liability, whether in contract, tort (including negligence) or otherwise in respect of any:
    • special, punitive, incidental, indirect or consequential damages, damages for business interruption, loss of profits, loss of data, loss of goodwill, arising out of, or in connection with, this Agreement, in each case even if the party has been advised of the possibility of such damages;
    • loss, damage, cost or expense suffered or incurred by the Enabler, to the extent this results from any act or omission by the Enabler or a User, or any Force Majeure Event.
  • LMM excludes any liability for loss or damage which may arise out of the use of the LMM Site or its contents, any errors or omissions related to the same, or the accuracy of any information provided or obtained through the LMM Site.   

5.3 Commercial Purpose

It is expressly acknowledged and agreed by Enabler that the Benefits and services provided to the Enabler under this Agreement are supplied for business and commercial purposes.

5.4 Disclaimers

To the fullest extent permitted by law, except as expressly set out in this Agreement, LMM disclaims and excludes all warranties, conditions, terms, representations or undertakings, whether express, implied, statutory or otherwise, including any condition or warranty of merchantability or fitness for a particular purpose. LMM does not warrant, and cannot be held liable for:

  • any information, advice or products provided by a third party, including by any person listed on the LMM Site;
  • the performance of any financial product a User takes;
  • any decision a User may make on the basis of information on the LMM Site.

5.5 Indemnities

The Enabler shall indemnify LMM (and at LMM’s sole discretion defend LMM) at all times against any liability, loss, damage or cost (including legal fees) suffered or incurred by LMM and all actions, proceedings, claims or demands made against LMM as a result of any negligent act or omission or any breach of this Agreement by the Enabler, Users, or the Enabler’s personnel or agents.

6. Intellectual Property

6.1 LMM IP

The Enabler acknowledges that the programs, software, algorithms, specifications, databases, images, designs, codes and configurations contained in or utilized in the LMM IP are proprietary and confidential to LMM and protected under copyright law. The Enabler shall not copy, modify, adopt, translate, merge, reverse engineer, decompile, or disassemble, or resell or distribute, the same, or create any derivative works based on the LMM IP. All Intellectual Property rights in the Benefits, the LMM Site, the LMM Customer Portal, any Documentation, and any work or thing provided, developed or created by or on behalf of LMM under or in connection with this Agreement (Developed Works) are exclusively owned by LMM or LMM’s licensors or suppliers. The Enabler acknowledges that there is no transfer of Intellectual Property rights or ownership of the LMM IP or any Developed Works, or the LMM brand, or any part thereof, to the Enabler under this Agreement and the Enabler will not dispute LMM’s (or LMM’s licensors’ or suppliers’) ownership of such property. The Enabler will not register or use any domain name or mark, or provide or promote any services that are similar, to the LMM IP or the Benefits during or after the term of this Agreement.

6.2 License

LMM grants the Enabler a limited, non-transferable, non-exclusive, revocable license to use the LMM Marks and the LMM Customer Portal for the Term of this Agreement solely for the purposes of and subject to this Agreement. The Enabler may not use or deal with the LMM IP for any other purpose without the express prior written consent of LMM, and any such use or dealing will be deemed a material breach of this Agreement. The Enabler is not permitted to sub-license, transfer, assign, rent or sell any of the LMM IP or right to use the same. The Enabler may create a hyperlink to the LMM Site from another website provided it does not imply that Love My Money has an association with the Enabler’s site (except as expressly authorised under this Agreement) or endorses the Enabler’s products or services.

6.3 Usage terms for LMM Marks

The LMM Marks may only be used by those authorised by Viridian Solutions Limited, in a manner and for the purpose authorised by Viridian Solutions Limited.  No other use of LMM Marks is permitted.   The LMM Marks may not be used in a manner or in material that is misleading about Love My Money or the relationship with Love My Money or Viridian Solutions Limited.  A/any LMM Marks should not be incorporated into any trade names, business names product, service or domain names. No adoption or imitation of, or use of something similar to the LMM Marks, look and feel, or designs is permitted.  The LMM Marks should not be altered or displayed in a partial or altered state in any way.   The Enabler must cease using the LMM Marks if LMM directs it to do so.  These terms may be revised from time to time without notice.  It is the responsibility of the person proposing to use the LMM Marks to check that any such use is compliant.  For any questions about use of the LMM Marks please contact Love My Money at [email protected].

7. Confidentiality

Each party will keep and treat as confidential at all times, and will not at any time, directly or indirectly, disclose or permit to be disclosed, or use for itself or to the detriment of the other party, any Confidential Information of the other party, except as and to the extent:

  • required by law,
  • that the information is already or becomes public other than as a result of breach of this Agreement by the receiving party;
  • the information is disclosed to the receiving party without restriction or any breach of confidentiality by a third party;
  • the information is developed independently by the receiving party without any use or reliance on any Confidential Information of the other party;
  • as authorised in writing by the other party; or
  • reasonably required by this Agreement to those of its officers, employees, or professional advisers on a need to know basis for the implementation of this Agreement.

8. Termination

8.1 Termination by the Enabler

The Enabler may terminate a Module:

  • with 3 calendar months’ written notice to LMM given at any time after the later of (i) the Subscription Date under the applicable Module or (ii) if there is no Subscription Date, the date the Module is signed by both parties;
  • by notice in writing where LMM breaches any of its material obligations under this Agreement and fails to sure such breach within 10 Business Days after receipt of written notice of such breach.

8.2 Termination by LMM

LMM may terminate a Module without liability or obligation to the Enabler of any kind upon:

  • 5 Business Days’ written notice to the Enabler if the Enabler is in breach of any term of this Agreement, including failure to make any payment when due, or immediately if the Enabler goes into voluntary or involuntary bankruptcy or liquidation or has a receiver appointed; or
  • upon 1 calendar month’s written notice at any time.
  • Notwithstanding anything to the contrary, LMM may, if the Enabler has failed to make payment of any amount when due under this Agreement or is in breach of any law or term of this Agreement, suspend any or all User access to the LMM Subscriber Content and/or LMM Site, or suspend the Enabler’s access to the LMM Customer Portal, and/or any related obligations on LMM, at its sole discretion until such time as such non-payment or breach is remedied.

8.3 Consequences of Termination

Termination of a Module will not terminate any other Module or the Standard Terms for the purposes of such other Module. Termination of a Module or this Agreement is without prejudice and will not affect any rights or obligations of the parties which have accrued prior to or upon termination or which by their nature are intended to survive termination (including clauses 5, 6, 7 and this clause 8.3, together with those clauses that are incidental to and required in order to give effect to such clauses). Upon termination of this Agreement, the Enabler must immediately cease use of the LMM IP, except as necessary to enable a reasonable transition for Users.

9. General

9.1 Force Majeure

Neither party (the Affected Party) shall be liable for nay default or delay in the performance of its obligations if and to the extent such default or delay is caused directly or indirectly by a Force Majeure Event. In such event, the Affected Party shall be excused from performance of its obligations for as long as such circumstance prevail and the party shall continue to use commercially reasonable efforts to recommended performance as soon as practicable, provided that this clause shall not apply in respect of the Enabler’s obligation to make payment under this Agreement.

9.2 Assignment

LMM May assign all or any of its rights and obligations under this Agreement to any person without the Enabler’s consent. The Enabler may not transfer or assign any of its rights or obligations or liabilities under this Agreement to any other person without LMM’s prior written consent.

9.3 Entire agreement

This Agreement records the entire arrangement between the parties relating to all matters dealt with in this Agreement and supersedes all previous arrangements, whether written or oral relating to such matters. This Agreement shall govern and prevail over any conflict or inconsistency with any term of a purchase order provided by the Enabler.

9.4 Disputes

If a party disputes any matter in relation to this Agreement it must notify the other party of that in writing, and if the parties fail to negotiate a resolution to the dispute within a reasonable time (not exceeding 20 Business Dyas form the date of written notice of the dispute being given by one party to the other), either party may require that dispute to be submitted to mediation, such mediation to take place in Auckland, New Zealand. If the parties fail to agree on a mediator within 5 Business Days from the submission to mediation, one will be appointed by the President for the time being of the New Zealand Law Society or its successor. The mediator will not be acting as an expert or arbitrator, will determine the procedure and timings for the mediation, and the parties will share equally in the cost of the mediation. All discussion in mediation will be without prejudice and confidential. Neither party may issue any legal proceedings (other than for urgent or interlocutory relief) without first taking all reasonable steps to comply with the process above.

9.5 Severance

If any provision of this Agreement is or becomes unenforceable, illegal or invalid, it shall be severed and shall not affect the enforceability, validity or application of any other provision.

9.6 Waiver

No waiver of any breach, or failure to enforce any provision, of this Agreement shall in any way limit or waive the right of that party to subsequently enforce compliance with this Agreement.

9.7 Amendment

These Standard Terms may be updated and amended by LMM from time to time. No amendment to the terms of any Module will be valid unless in writing and signed by a duly authorised representative of each party.

9.8 Governing law and jurisdiction

This Agreement is governed by the laws of New Zealand, and the parties submit to the jurisdiction of the courts of New Zealand in respect of all matters relating to this Agreement (except as necessary for any urgent or interlocutory relief). The rights, powers and remedies provided in this Agreement are not exclusive of any rights, powers or remedies provided by law.

9.9 Subcontracting

LMM may appoint subcontractors to perform any of its obligations under this Agreement.

10. Defined Terms

In this Agreement, unless the context indicates otherwise:

Agreement means these Master Terms together with any Executed Module(s).

Benefits means the provision of access to use the LMM Subscriber Content under an Executed Module, or in the case of a Product Partner Module, has the meaning set out in that Module.

Business Day means any day of the week except Saturday, Sunday or a day on which banks are authorised or required to be closed in New Zealand.

Confidential Information means, in relation to either party, any information: (a) relating to the terms of this Agreement; (b) disclosed by that party to the other party on the express basis that such information is confidential; (c) which might reasonably be expected to be confidential in nature; (d) directly or indirectly relating to the development, accounting, marketing or the business of that party or its suppliers or customers.

Documentation means any document related to the LMM Site or this Agreement provided or developed by LMM, and includes and Comms Plan or Operational Plan.

Force Majeure Event means any act of God including fire, flood, or other elements of nature; any hostilities, war, or civil disorder in any country; failures or fluctuations in telecommunications or other equipment; any labour disputes; any act or omission of the other party or any government authority; any non-performance by a third party for any similar cause beyond the reasonable control of such party.

Intellectual Property means registered and unregistered trade marks (including logos), domain names, copyright, patents, utility models, registered and unregistered designs, circuit layouts, software (whether in object code or source code), databases and lists, Confidential Information, and all other rights anywhere in the world resulting from intellectual activity.

LMM Customer Portal means the website made available to the Enabler by LMM for the Enabler to use in relation to the management of Users and Benefits in relation to this Agreement.

LMM IP means the Benefits, the LMM Site, the LMM Customer Portal, the Documentation, the LMM Marks and any Intellectual Property provided, developed or created by LMM, and includes the look and feel of the LMM Site and content.

LMM Marks means the LMM logo and trademarks including any supplied in electronic format or otherwise by LMM to Enabler (as may be updated from time to time by LMM)., and LMM Marks Usage Requirements means the terms for the usage of LMM Marks as notified by LMM on its website or to the Enabler from time to time.

LMM Site means the website maintained by LMM to assist with personal financial management at www.lovemymoney.co.nz

LMM Subscriber Content means the content made available by LMM on the LMM Site to paid Subscribers at the corresponding Subscription Type identified in the applicable Module.

Module means a written module signed by both parties.

Permitted Use means the use of the LMM Subscription Content for the purpose of the applicable User’s personal financial management.

PII means personal identifiable information.

Price means the price relating to the provision of the Benefits referred to in the Module or other document signed by the parties.

Users means the Enabler’s Employees and/or the Enabler’s Customers, as applicable under a Module.

11. Interpretation

In this Agreement, unless the context indicates otherwise:

  • the singular includes the plural;
  • clause and other headings are for ease of reference only and will not affect this Agreement’s interpretation;
  • the term includes or including (or any similar expression) is deemed to be followed by the words without limitation;
  • references to a person include an individual, company, corporation, partnership, firm, joint venture, association, trust, unincorporated body of persons, governmental or other regulatory body, authority or entity, in each case whether or not having a separate legal identity;
    any obligation not to do anything includes an obligation to not suffer, permit or cause that thing to be done; and
  • in the event of any inconsistency between these Standard Terms and the terms of a Module(s), these Standard Terms will control unless and to the extent expressly stated in the applicable Module.