Terms and Conditions
Last updated 05 August 2023
Welcome to VAI, a Mobile Application designed for all vehicle owners for the management of their motor vehicles. These Terms of Use are intended to explain our obligations as developers and service provider and Your obligations as an User and Customer. Please read them carefully.
These Terms are binding on any use of the Mobile Application and the Website and apply to You from the time that VAI provides You with access to the Mobile Application.
The VAI Mobile Application will evolve over time based on user feedback. These Terms are not intended to answer every question or address every issue raised by the use of the VAI Mobile Application. VAI reserves the right to change these Terms at any time, effective upon the posting of modified terms and VAI will make every effort to communicate these changes to You via email or notification via the Website. It is likely the Terms will change over time. It is Your obligation to ensure that You have read, understood and agree to the most recent terms available on the Website.
By registering to use the Mobile Application you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Mobile Application. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Mobile Application.
These Terms were last updated on 05 August 2023 to change the method for submitting support queries. The changes will be effective immediately.
1. Definitions
"Agreement"
means these Terms of Use.
"Confidential Information"
includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
"Data"
means any data inputted by You or with Your authority into the Mobile Application.
"Intellectual Property Right"
means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
"Service"
means the vehicle management tools made available (as may be changed or updated from time to time by VAI) via the Mobile Application.
"Website"
means the Internet site at the domain http://www.getvai.co.nz/ or any other site operated by VAI.
"VAI"
means Diastorm Technology Limited and all current and future trading names including, without limitation, VAI, Vaibot and VAI Marketplace.
"Invited User"
means any person or entity, other than the User, that uses the Mobile Application with the authorisation of the User from time to time.
"User"
means the person who registers to use the Mobile Application, and, where the context permits, includes any entity on whose behalf that person registers to use the Mobile Application.
"You"
means the User, and where the context permits, an Invited User. "Your" has a corresponding meaning.
2. Use of Software
VAI grants You the right to access and use the Service via the Mobile Application. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the User and the Invited Users, or any other applicable laws:
1. the User determines who is an Invited User;
2. the User is responsible for all Invited Users’ use of the Service;
3. the User controls each Invited User’s access to the account and can revoke an Invited User’s access at any time and for any reason, in which case that person or entity will cease to be an Invited User;
4. if there is any dispute between a User and an Invited User regarding access to any account or Service, the User shall decide what access or level of access to the relevant Data or Service that Invited User shall have, if any.
3. Your Obligations
1. General obligations:
You must only use the Service and Website for Your own lawful purposes, in accordance with these Terms and any notice sent by VAI or condition posted on the Website. You may use the Service and Website on behalf of others but if You do so you must ensure that You are authorized to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.
2. Access Conditions:
1. You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify VAI of any unauthorized use of Your passwords or any other breach of security and VAI will reset Your password and You must take all other actions that VAI reasonably deems necessary to maintain or enhance the security of VAI's computing systems and networks and Your access to the Services.
2. As a condition of these Terms, when accessing and using the Services, You must:
i. not attempt to undermine the security or integrity of VAI's computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;
ii. not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
iii. not attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
iv. not transmit, or input into the Mobile Application or the Website, any: files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
v. not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.
3. Usage Limitations:
Use of the Service may be subject to limitations, including but not limited to monthly transaction volumes and the number of calls You are permitted to make against VAI’s application programming interface. Any such limitations will be advised.
4. Communication Conditions:
As a condition of these Terms, if You use any communication tools available through the Services or the Website (such as any forum, chat room or message centre), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person's computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).
When You make any communication on the Mobile Application or the Website, You represent that You are permitted to make such communication. VAI is under no obligation to ensure that the communications on the Mobile Application or the Website are legitimate or that they are related only to the use of the Services. As with any other Mobile Application or web-based forum, You must exercise caution when using the communication tools available by the Service or the Website. However, VAI does reserve the right to remove any communication at any time in its sole discretion.
5. Indemnity:
You indemnify VAI against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to VAI.
4. Confidentiality and Privacy
1. Confidentiality:
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
1. Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
2. Each party's obligations under this clause will survive termination of these Terms.
3. The provisions of clauses 4.1.1 and 4.1.2 shall not apply to any information which:
i. is or becomes public knowledge other than by a breach of this clause;
ii. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
iii. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
iv. is independently developed without access to the Confidential Information.
2. Privacy:
VAI maintains a privacy policy that sets out the parties’ obligations in respect of personal information. You should read that policy at vaibot.freshdesk.com/support/solutions and You will be taken to have accepted that policy when You accept these Terms.
5. Intellectual Property
1. General:
Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of VAI (or its licensors).
2. Ownership of Data:
Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on You maintaining a current and valid registered account on VAI. You grant VAI a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You.
3. Backup of Data:
You must maintain copies of all Data inputted into the Service. VAI adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. VAI expressly excludes liability for any loss of Data no matter how caused.
4. Third-party applications and your Data:
If You enable third-party applications for use in conjunction with the Services, You acknowledge that VAI may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Services. VAI shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.
6. Warranties and Acknowledgements
1. Authority:
You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
2. Acknowledgement:
You acknowledge that:
1. You are authorized to use the Services and the Website and to access the information and Data that You input into the Mobile Application or the Website, including any information or Data input into the Mobile Application or the Website by any person you have authorized to use the Service. You are also authorized to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own or that of anyone else).
2. VAI has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Mobile Application and the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
i. You are responsible for ensuring that You have the right to do so;
ii. You are responsible for authorizing any person who is given access to information or Data, and you agree that VAI has no obligation to provide any person access to such information or Data without Your authorization and may refer any requests for information to You to address; and
iii. You will indemnify VAI against any claims or loss relating to:
i. VAI’s refusal to provide any person access to Your information or Data in accordance with these Terms,
ii. VAI’s making available information or Data to any person with Your authorization.
3. The provision of, access to, and use of, the Services is on an "as is " basis and at Your own risk.
4. VAI does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. VAI is not in any way responsible for any such interference or prevention of Your access or use of the Services.
5. It is Your sole responsibility to determine that the Services meet Your needs and are suitable for the purposes for which they are used.
6. You remain solely responsible for complying with all applicable laws. It is Your responsibility to check that storage of and access to your Data via the Mobile Application and the Website will comply with laws applicable to you (including any laws requiring you to retain records).
3. No warranties:
VAI gives no warranty about the Services. Without limiting the foregoing, VAI does not warrant that the Services will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
4. Consumer guarantees:
You warrant and represent that You are acquiring the right to access and use the Services at your own risk and judgement, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.
7. Limitation of Liability
1. To the maximum extent permitted by law, VAI excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
2. If You suffer loss or damage as a result of VAI's negligence or failure to comply with these Terms, any claim by You against VAI arising from VAI's negligence or failure will be limited in respect of any one incident, or series of connected incidents, to $1 New Zealand Dollar.
3. If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.
8. Termination
1. No-fault termination:
You can elect to terminate these Terms at any point in time by communicating in writing or by deleting your registered account.
2. Breach:
If You:
1. breach any of these Terms and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
2. breach any of these Terms and the breach is not capable of being remedied;
VAI may take any or all of the following actions, at its sole discretion:
4. Terminate this Agreement and Your use of the Services and the Website;
5. Suspend for any definite or indefinite period of time, Your use of the Services and the Website;
6. Suspend or terminate access to all or any Data.
3. Accrued Rights:
Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:
1. remain liable for any accrued charges and amounts which become due for payment before or after termination; and
2. immediately cease to use the Services and the Website.
4. Expiry or termination:
Clauses 2.4, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.
9. Help Desk
1. Technical Problems:
In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting VAI. If You still need technical help, please contact us via the Help section in the Mobile Application.
2. Service availability:
Whilst VAI intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place.
If for any reason VAI has to interrupt the Services for longer periods than VAI would normally expect, VAI will use reasonable endeavours to publish in advance details of such activity on the Website.
10. General
1. Entire agreement:
These Terms, together with the VAI Privacy Policy and the terms of any other notices or instructions given to You under these Terms of Use, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and VAI relating to the Services and the other matters dealt with in these Terms.
2. Waiver:
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
3. Delays:
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control.
4. No Assignment:
You may not assign or transfer any rights to any other person without VAI's prior written consent.
5. Governing law and jurisdiction:
If the information or Data You are accessing using the Services and the Website is solely that of vehicles or businesses registered in New Zealand at the time that You accept these terms then New Zealand law governs this Agreement and You submit to the exclusive jurisdiction of the courts of New Zealand for all disputes arising out of or in connection with this Agreement.
6. Severability:
If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
7. Notices:
Any notice given under these Terms to you by VAI will be sent to the email address that You provided when setting up Your access to the Service, and will be deemed to have been given upon transmission. Any notice given under these Terms to VAI by You must be submitted in writing via the in-app Help, and will be deemed to have been given upon successful submission.
8. Rights of Third Parties:
A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.